Common use of Non-Competition Clause in Contracts

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law.

Non-Competition. (a) The Employee acknowledges agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee’s employment hereunder he will acquire specialized knowledge and experience not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company )) which is competitive in any respect with any of the businesses of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf subsidiaries as conducted as of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during date the Employee's ’s employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, is terminated hereunder or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardwhich is, directly or indirectly, render any services engaged in the design, development, production, marketing or distribution of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any products of the employees nature designed, developed, produced marketed or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken distributed by the Company or any Affiliateof its subsidiaries as of the date of the Employee’s employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. (b) If any of the foregoing provisions relating to the duration, business or geographic scope of this Section should ever covenant shall be adjudicated held to exceed the time, geographic, service or product limitations be more restrictive than permitted by applicable the law of the jurisdiction in any which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, then and all appeals therefrom shall have failed or the time for such provisions appeals shall have expired, such provision, shall be deemed reformed in such jurisdiction limited to the maximum time, geographic, service or product limitations extent permitted by applicable law. (c) It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. The Employee acknowledges As a necessary measure to protect the Company’s confidential trade secrets and proprietary information, and to ensure that he will acquire specialized knowledge Buyer and experience its Affiliates realize the goodwill and associated benefits of the Transactions, during the three-year period following the Closing (the “Restricted Period”), the Selling Shareholder shall not, directly or indirectly, engage, participate or invest in or be employed by any business within the Restricted Area (as defined below) which: develops, manufactures, produces or provides (or distributes, markets or otherwise sells), directly or indirectly, (a) products or services for the proteomics market or (b) other products or services that are substitutable for those described in clause (a) (together, the “Restricted Field”), in each case of (a) and (b), that are competitive with, similar to or substitutable for those provided or offered by the business of as conducted by the Company and its Affiliates and that if his knowledge, experience, reputation prior to or contacts are used by or on behalf as of the Employee Closing. By way of clarification, the above definition will not preclude the Selling Shareholder from working or engaging in activities related to compete with genomics or metabolomics markets that do not relate to products or services that are competitive with, similar to or substitutable for those provided or offered by the business as conducted by the Company and its Affiliates prior to or as of the Closing. The foregoing restrictions shall apply regardless of the capacity in which the Selling Shareholder engages, participates or invests in or is employed by a given business, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise. “Restricted Area” shall mean each state and territory of the United States of America and each country of the world outside of the United States of America in which the Company or its Affiliates or to solicit employees or agents away from the Company or had developed, produced, marketed, sold and/or distributed its Affiliates, serious harm to the Company and its Affiliates may result. In consideration products and/or services in connection with their business as of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, Closing or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) two-year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereofthereto. For the purpose of this Section 8, the phrases "in competition with" Buyer understands and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event agrees that the provisions of this Section should ever be adjudicated to Agreement shall not prevent the Selling Shareholder from (i) acquiring or holding publicly traded stock or other publicly traded securities of a business within the Restricted Field, so long as the Selling Shareholder’s ownership does not exceed 1% percent of the timeoutstanding securities of such company of the same class as those held by the Selling Shareholder or (ii) being employed by or otherwise associated with an academic, geographicgovernmental or non-profit institution or conducting academic research, service teaching or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to working on public sector matters for the maximum time, geographic, service or product limitations permitted by applicable lawforegoing.

Non-Competition. The Employee Each Management Holder hereby acknowledges that he will acquire specialized knowledge it is familiar with the Confidential Information (as defined below) of the Company and experience its Subsidiaries. Each Management Holder acknowledges and agrees that the Company would be irreparably damaged if such Management Holder were to provide services to any Person competing with the Company or any of its Affiliates or Subsidiaries or engaged in a similar business and that such competition by such Management Holder would result in a significant loss of goodwill by the Company. Therefore, each of the Management Holders agrees that during the period commencing on the date hereof and ending on the later of (i) the first anniversary of the date on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Subsidiaries (or, in the case of any payment made in a lump sum, the expiration of the period to which such payment relates) (the “Non-Compete Period”), such Management Holder shall not (and shall cause each of his or its Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged directly or indirectly, anywhere in the world, in the business of the Company and its Affiliates and that if his knowledge, experience, reputation Subsidiaries as currently conducted or contacts are used by or on behalf proposed to be conducted as of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its AffiliatesRepurchase Event of such Management Holder; provided, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee nothing herein shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire prohibit any of the employees Management Holders or agents their Affiliates from being a passive owner of not more than 2% of the Company or its Affiliates or, with respect to the two (2) year period referred to above, outstanding stock of any person who was an employee or agent class of the Company or its Affiliates at a corporation which is publicly traded so long as none of such Persons has any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate active participation in the event the employment business of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawcorporation.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreementsalary paid to the Employee by the Company, the Employee agrees that during the Employee's employment by term of the Company Employment and for a period of one (1) year thereafter, subject to following the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration termination of the Employment Term)for whatever reason: (a) the Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) unless expressly consented to by the Company, the Employee shall notwill not assume employment with or provide services as a director or otherwise for any Competitor in the People’s Republic of China or such other territories where the Company carries on its business or part thereof (the “Territory”), or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its business or part thereof in the Territory; and (c) unless acting pursuant hereto or with expressly consented to by the prior written consent of Company, the Board, Employee will not seek directly or indirectly, render any by the offer of alternative employment or other inducement whatsoever, to solicit the services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents employee of the Company employed as at or its Affiliates orafter the date of such termination, with respect to or in the two (2) year period referred to abovepreceding such termination. For purposes of this Section 10, any person who was an employee or agent a “Competitor” of the Company shall not include an entity that generates 10% or less of its Affiliates at any time within six months prior revenues from battery products and services similar to those provided by the termination of employment hereunder; providedCompany, however, except that this provision shall terminate in the event the employment of if the Employee is terminated employed by, or provides services as a director or otherwise to, a subsidiary or divisional business of such an entity, such subsidiary or divisional business shall be deemed a “Competitor” if it generates more than 10% of its revenues from battery products and services similar to those provided by the Company Company. The provisions provided in violation of Section 10 hereof. For the purpose shall be separate and severable, enforceable independently of each other, and independent of any other provision of this Agreement. The provisions contained in Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken 10 are considered reasonable by the Company or any AffiliateEmployee and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the provisions period or area of this Section should ever be adjudicated to exceed the timeapplication reduced, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall apply with such modification as may be deemed reformed in such jurisdiction necessary to make them valid and effective. This Section 10 shall survive the maximum timetermination of this Agreement for any reason. In the event the Employee breaches this Section 10, geographic, service or product limitations permitted by the Company shall have right to seek remedies permissible under applicable law.

Non-Competition. The Employee acknowledges that he (a) Except as provided in Section 5.3(b), during the 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 acquire specialized knowledge and experience own, manage, operate, control or participate in the business ownership, management, operation or control of any company engaged in the Delta Field. (b) Nothing contained in this Section 5.3 shall prohibit Ultra or its controlled Affiliates from: (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in the Delta Field in the Territory, where such shares or interest represent no more than twenty five percent (25%) of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified outstanding voting power in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any such Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision in any such case, such shares or interests are purchased and/or held solely for investment purposes and Ultra or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Person fifty percent (50%) or less of whose revenues is derived from the Delta Field within the Territory; provided, however, that, within twelve (12) months after its acquisition, Ultra or its Affiliates shall terminate use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the event Delta Field within the employment Territory if such portion represents more than ten percent (10%) of the Employee is terminated by pro forma consolidated revenue of Ultra and the Company 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 violation the Delta Field within the Territory; or (iv) owning, managing, operating or controlling (A) Vector and Kodiak or any of Section 10 their existing Subsidiaries, in each case in substantially the same manner as conducted on the date hereof. For , provided, however, that, except as provided in the purpose of IP Matters Agreement or the Master Partnered Product and Services Agreement, no such activities in the Delta Field shall be expanded or materially modified, and any Contracts that would otherwise be prohibited but for this Section 8, the phrases "in competition with" and "in conflict with" sub clause (A) shall not be deemed renewed, replaced or materially modified (except where the failure to apply so renew, replace or modify would cause Vector or Kodiak or its Subsidiaries to breach such Contract)), (B) any business acquired in accordance with (b)(ii) above in substantially the same manner as conducted on the date of the acquisition; and (C) Vector’s joint venture interest in HVH Precision Analytics LLC (“HVH”) to the extent required pursuant to the Limited Liability Company Agreement of HVH dated as of February 17, 2017 (the “HVH JV Agreement”) in substantially the same manner as conducted on the date hereof, provided however that the HVH JV Agreement shall not be renewed, replaced or materially modified (except where the failure to so renew, replace or modify would cause Vector or its Subsidiaries to breach such Contract). (c) Except as provided in Section 5.3(d), during the period beginning on the Distribution Date and ending on the second anniversary of the Distribution Date, neither Delta nor any of its controlled Affiliates will own, manage, operate, control or participate in the ownership, management, operation or control of any company engaged in the Ultra Field in the Territory. (d) Nothing contained in this Section 5.3 shall prohibit Delta or its controlled Affiliates from: (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in the Ultra Field in the Territory, where such shares or interest represent no more than twenty five percent (25%) of the outstanding voting power in such Person; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and Delta or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Person fifty percent (50%) or less of whose activities do revenues is derived from the Ultra Field within the Territory; provided, however, that, within twelve (12) months after its acquisition, Delta or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the Ultra Field within the Territory if such portion represents more than ten percent (10% of the pro forma consolidated revenue of Delta and the acquired business during the fiscal year immediately preceding such acquisition after giving effect to such acquisition; (iii) marketing or selling its own products or services that are not involve similar lines of business now in the Ultra Field within the Territory; (iv) owning, managing, operating or hereafter undertaken by the Company controlling (A) Tribridge, Inc. or any Affiliate. In of its existing Subsidiaries, in each case in substantially the event that same manner as conducted on the provisions of this Section should ever be adjudicated to exceed date hereof, provided, however, that, except as provided in the timeIP Matters Agreement or the Master Partnered Product and Services Agreement, geographic, service or product limitations permitted by applicable law no such activities in any jurisdiction, then such provisions the Ultra Field shall be deemed reformed expanded or materially modified, and any Contracts that would otherwise be prohibited but for this sub clause (A) shall not be renewed, replaced or materially modified (except where the failure to so renew, replace or modify would cause Tribridge, Inc. or its Subsidiaries to breach such Contract) and (B) any business acquired in such jurisdiction to accordance with (b)(ii) above in substantially the maximum timesame manner as conducted on the date of the acquisition (v) owning, geographicmanaging, service operating or product limitations permitted by applicable lawcontrolling any business acquired in accordance with (d)(ii) above in substantially the same manner as conducted on the date of the acquisition.

Non-Competition. The Employee acknowledges that he (a) In the event the Date of Termination occurs during the Initial Term, the Executive (i) will acquire specialized knowledge be bound by and experience subject to any covenant not to compete or noncompetition agreement with the Companies (or any of them) to which the Executive was subject as of the Date of Termination (other than the noncompetition agreement set forth in Section 7(b) hereof), or (ii) in the business alternative if the Executive is not subject to a covenant not to compete or noncompetition agreement with the Companies (or any of them) as of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf Date of the Employee Termination (other than a covenant not to compete with the Company or its Affiliates noncompetition agreement contained in an employee handbook or otherwise applicable to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreementgenerally), the Employee agrees that during the Employee's employment Executive will be bound by the Company and for a period of one (1) year thereafter, subject to the performance by noncompetition agreement set forth in subparagraph 7(b) of this Agreement. Upon the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Initial Term), any and all covenants not to compete or noncompetition agreements between the Employee shall not, unless acting pursuant hereto Executive and the Companies (or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2them) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision then in effect shall terminate in the event the employment of the Employee is terminated be superseded by the Company noncompetition agreement set forth in violation of Section 10 hereof. For 7(b) hereof and the purpose of this Section 8, Executive and the phrases "in competition with" and "in conflict with" Companies shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken bound by the Company provisions of any covenant not to compete or noncompetition agreement other than the provisions of Section 7(b) hereof unless specifically agreed to in a written document executed by the Executive and the Companies (or any Affiliate. of them) after the Closing. (b) In the event that either (i) the Date of Termination occurs during the Initial Term and the provisions of this Section should ever 7(a)(ii) hereof are binding on the Executive, or (ii) the Date of Termination occurs during a Renewal Term, the Executive will not during the Restricted Period (herein defined): (i) become employed by a competitor company that is underwriting, selling or marketing insurance products that target educators in MEEMIC’s primary market area; or (ii) assist a competitor company to develop insurance products that target educators and that will be adjudicated marketed or sold in MEEMIC’s primary area; or (iii) solicit or induce any other employees of the Companies to exceed leave such employment or accept employment with any other person or entity, or solicit or induce any insurance agent of the timeCompanies to offer, geographicsell or market insurance products that target educators in MEEMIC’s primary market area, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawother than on behalf of MEEMIC.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreementmutual covenants provided for herein and the compensation to be paid to the Seller at the Closing, the Employee agrees that during the Employee's employment by the Company and for a period of one five (15) year thereafteryears from the Closing Date, subject (the “Non-Compete Period”) Seller, except as an employee or consultant to the performance by the Company Company, Buyer and/or any of its obligations under Section 10 hereof upon a Termination of Employment (whether prior totheir Affiliates, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardnot engage, directly or indirectly, render any services in the business of a businessdesigning, commercialmanufacturing, marketing, modifying, distributing or professional nature to any Personselling of refrigeration systems for use in medical, whether for compensation or otherwiseclinical, within research and scientific laboratory applications (the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2“Restricted Business”) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderworldwide; provided, however, that this provision shall terminate Seller may acquire or otherwise own less than a five percent (5%) equity interest in a publicly held enterprise engaged in the event Restricted Business as long as Seller does not render advice or assistance to such enterprise. In addition, during the employment Non-Compete Period, Seller shall not, directly or indirectly, persuade or attempt to persuade any employee of the Employee is terminated Company to leave the Company’s employ, or to become employed by any Person other than the Company in violation of Section 10 hereof. For for the purpose of this Section 8, engaging in the phrases "in competition with" and "in conflict with" Restricted Business; provided that the foregoing shall not be deemed restrict the Seller from (i) soliciting employees through general solicitations or (ii) soliciting employees through use of a recruiting firm provided that the Seller did not instruct the recruiting firm to apply to any Person whose activities do not involve similar lines approach employees of business now or hereafter undertaken by the Company or any AffiliateCompany. In the event Seller agrees that the provisions of this Section should ever 8.1 are reasonable and necessary for Buyer’s protection and that if any portion thereof shall be adjudicated held contrary to exceed the time, geographic, service law or product limitations permitted by applicable law invalid or unenforceable in any respect in any jurisdiction, then such or as to one or more periods of time, geographic area, areas of business activities, or any part thereof, the remaining provisions shall not be deemed reformed affected but shall remain in full force and effect and that any such invalid or unenforceable provision shall be deemed, without further action on the part of any Person, modified and limited to the extent necessary to render the same valid and enforceable in such jurisdiction jurisdiction. Seller further agrees that the remedies at law in the event of a breach of or a default under this Section 8.1 would be insufficient and that Buyer shall be entitled to the maximum timeimmediate grant of equitable relief including, geographicbut not limited to, service the remedy of specific performance to enjoin any breach, or product limitations permitted by applicable lawthe continuation of any breach, of the provisions of this Section 8.1.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in In connection with the business acquisition of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf Parent pursuant to the terms of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Merger Agreement, the Employee Covenantee hereby agrees that during the Employeeperiod commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment by with the Company Parent and its subsidiaries and affiliates terminates for a period of one any reason (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term"Non-Compete Period"), the Employee shall he will not, unless acting pursuant hereto or with without the prior express written consent of the BoardParent, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within anywhere in the United States or elsewhere Canada, engage in competition with the Company or its Affiliates or any activity which is in conflict with the Company's or its Affiliates' interestsis, or solicit for employment participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other fashion hire capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the employees business, activities, products or agents of services conducted by the Company or its Affiliates or, Parent on the date the Covenantee's employment with respect to the two (2) year period referred to above, any person who was an employee or agent of Parent terminates and over which the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate Covenantee has had responsibility and which are in the event Parent's Field of Interest (each a "Competitive Business"); provided that the employment Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Employee Covenantee is terminated by the Company not involved in violation of Section 10 hereofsuch ancillary business. For the purpose purposes of this Section 82(a), the phrases Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in competition with" and "in conflict with" this Section 2(a) to the contrary, the Covenantee shall not be deemed to apply to any Person whose activities do not involve similar lines of business now prohibited from participating, directly or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the timeindirectly, geographic, service or product limitations permitted by applicable law in any jurisdictionactivity or business (i) with Internet operations outside the health care fields, then such provisions shall be deemed reformed in such jurisdiction including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the maximum timecontrary, geographic, service or product limitations permitted by applicable lawthe Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee As a condition to compete with the Company or its Affiliates or receiving any benefits pursuant to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a his period of one (1) year thereafter, subject to employment and through the performance by the Company first anniversary of its obligations under Section 10 hereof upon a Termination his Date of Employment (whether prior to, or as the result of, expiration of the Employment Term)Termination, the Employee shall notnot engage in or become associated with any Competitive Activity. For purposes of this Section 10, unless acting pursuant hereto a "Competitive Activity" shall mean any business or with the prior written consent of the Board, directly or indirectly, render other endeavor that engages in any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere country in competition with which the Company or its Affiliates have business operations in a business that directly or which is in conflict indirectly competes with the Company's all or its Affiliates' interests, or solicit for employment or in any other fashion hire substantial part of any of the employees or agents of business in which the Company or its Affiliates oris engaged at the time of the Employee's Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, lender, or in any other capacity calling for the rendition of the Employee's personal services, either alone or with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and his involvement relates in any respect to the two (2) year period referred to above, any person who was an employee or agent Competitive Activity of the Company or its Affiliates at any time within six months prior to the termination of employment hereundersuch entity; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to prohibited from owning less than two percent of any Person whose activities do publicly traded corporation, whether or not involve similar lines of business now or hereafter undertaken by such corporation is in competition with the Company or Company. If, at any Affiliate. In the event that time, the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions 10 shall be deemed reformed in determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction to over the maximum time, geographic, service matter; and the Employee agrees that this Section 10 as so amended shall be valid and binding as though any invalid or product limitations permitted by applicable lawunenforceable provision had not been included herein.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business A. Subject to Article 2. B. below, Employee, during Employee’s period of the Company and its Affiliates and that if his knowledgeemployment with ARAMARK, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereaftertwo years following the voluntary or involuntary termination of employment, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto without ARAMARK’s written permission, which shall be granted or with the prior written consent of the Boarddenied in ARAMARK’s sole discretion, directly or indirectly, render any services of associate with (including, but not limited to, association as a businesssole proprietor, commercialowner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or professional nature to acquire or maintain ownership interest in, any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or Business which is in conflict competitive with the Company's that conducted by or its Affiliates' interests, or solicit developed for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates later implementation by ARAMARK at any time within six months prior to during the termination term of employment hereunder; Employee’s employment, provided, however, that if Employee’s employment is involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), then the term of the non-competition provision set forth herein will be modified to be one year following such termination of employment. For purposes of this provision Agreement, “Business” shall terminate be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the event the employment 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 Employee is terminated by outstanding publicly traded stock of the Company Business. B. The provision set forth in violation of Section 10 hereof. For the purpose of this Section 8Article 2.A above, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to the full extent permitted by law (i) in all fifty states, and (ii) in each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination or at any Person whose activities do time during the twenty-four month period prior thereto. C. Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Article 2 will not involve similar lines unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of business now or hereafter undertaken by the Company or any AffiliateEmployee’s employment with ARAMARK. In the event Further, Employee acknowledges that the provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of this Section should ever be adjudicated to exceed the time, geographic, service elimination of employee’s position; for performance-related issues; or product limitations permitted by applicable law in for any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service other reason or product limitations permitted by applicable lawno reason at all.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in (a) Except as otherwise permitted or required under this Agreement or the business of the Company and its Affiliates and that if his knowledgeTransition Services Agreement, experienceSeller shall, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from Closing until [****]* from the Company Closing Date, refrain from, either alone or its Affiliatesin conjunction with any other person or entity, serious harm to the Company and its directly or indirectly through Affiliates may result. In consideration of the benefits specified in this Agreementcontrolled by Seller, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior todevelop, or as the result ofplan to develop, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto any other drug candidate or with the prior written consent of the Boardproduct that, directly or indirectly, render any services of a business, commercial, or professional nature reasonably could be expected to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition be competitive with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderBusiness; provided, however, that i. any third party that this provision shall terminate in sells drug candidates or products that, directly or indirectly, compete with the event the employment Business, may merge with or otherwise acquire Seller, or all or substantially all of Seller’s assets, and continue to sell such competing drug candidates and products; and ii. such combined entity or third party may thereafter merge with or otherwise acquire any other third party (or all or substantially all of such third party’s assets) that sells drug candidates or products that, directly or indirectly, compete with a different aspect of the Employee Business, and continue to sell such drug candidates and products. * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. (b) The parties recognize that the laws and public policies of various states and jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is terminated by the Company in violation intention of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event parties that the provisions of this Section should ever be adjudicated enforced to exceed the timefullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, geographicand that the unenforceability (or the modification to conform to such laws or policies) of any provisions of this Section shall not render unenforceable, service or product limitations permitted by applicable law in impair, the remainder of the provisions of this Section. Accordingly, if any jurisdictionprovision of this Section shall be determined to be invalid or unenforceable, then such provisions invalidity or unenforceability shall be deemed reformed in such jurisdiction to apply only with respect to the maximum timeoperation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction. (c) The parties acknowledge and agree that any remedy at law for any breach of the provisions of this Section would be inadequate, geographicand Seller hereby consents to the granting by any court of an injunction or other equitable relief, service without the necessity of actual monetary loss being proved, in order that the breach or product limitations permitted by applicable lawthreatened breach of such provisions may be effectively restrained.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. (a) In consideration of the benefits specified in his employment under this AgreementAgreement and Employer’s agreement to provide Employee with Confidential Information under Section 3 below, the Employee agrees that during the Employee's term of his employment by the Company and for a period of one two (12) year thereafteryears following termination of his employment (regardless of whether Employee is terminated without Cause, subject to the performance by the Company of its obligations under for Cause (as defined in Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term4.1(c) below), the voluntarily resigns or otherwise), neither Employee nor any person or entity directly or indirectly controlling, controlled by or under common control with Employee, shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, on his own behalf or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was as an employee or other agent of or an investor in another person: (i) engage in any business conducted by Employer during Employee’s term of employment with Employer (collectively, the Company “Business”); (ii) influence or its Affiliates at attempt to influence any time within six months prior customer or supplier of Employer or any affiliate of Employer to purchase goods or services related to the termination Business from any person other than Employer or such affiliate; or (iii) employ or attempt to employ any individuals who are then or have been employees of employment hereunder; providedEmployer or any affiliate of Employer during the preceding 12 months, howeveror influence or seek to influence any such employees to leave Employer’s or such affiliate’s employment. (b) Employee specifically acknowledges that Employer’s products are sold in a world market and that Employee has been engaged with regard to Employer’s products and Employer’s customers throughout the world without geographic limitation, and accordingly that the restrictive covenant regarding competition contained in this provision Section 2.1 shall terminate apply without geographic limitation. (c) Employee acknowledges that his obligations under this Section 2.1 are a material inducement and condition to Employer’s entering into this Agreement and a material inducement and condition to Employee receiving or having access to Confidential Information (as defined in Section 3.1). Employee acknowledges and agrees that the event terms and provisions of this Agreement (including the employment of the Employee is terminated by the Company in violation severance provisions of Section 10 hereof4.1) and Employee’s receipt and access to Confidential Information are sufficient consideration for the restrictions set forth in this Section 2.1. For Employee acknowledges and agrees further that such restrictions are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the purpose goodwill and other business interests of Employer, and Employee agrees that Employer is justified in believing the foregoing. (d) If any provision of this Section 82.1 should be found by any court of competent jurisdiction to be unenforceable by reason of its being too broad as to the period of time, territory, and/or scope, then, and in that event, such provision shall nevertheless remain valid and fully effective, but shall be considered to be amended so that the period of time, territory, and/or scope set forth shall be changed to be the maximum period of time, the phrases "largest territory, and/or the broadest scope, as the case may be, which would be found enforceable by such court (e) Employee acknowledges that Employee’s violation or attempted violation of this Section 2.1 will cause irreparable damage to Employer or its affiliates, and Employee therefore agrees that Employer shall be entitled as a matter of right to an injunction, out of any court of competent jurisdiction, restraining any violation or further violation of such agreements by Employee or others acting on his behalf. Employer’s right to injunctive relief will be cumulative and in competition with" and "in conflict with" addition to any other remedies provided by law or equity. (f) Employee shall not be deemed subject to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated 2 if Employer fails to exceed the time, geographic, service or product limitations permitted by applicable law in pay any jurisdiction, then uncontested amounts due to Employee under Section 4 and such provisions shall be deemed reformed in such jurisdiction failure is not cured within thirty (30) days after written notice to the maximum time, geographic, service or product limitations permitted by applicable lawEmployer.

Non-Competition. The Employee acknowledges In furtherance of the sale of the Acquired Business to Buyer hereunder by virtue of the Contemplated Transactions and more effectively to protect the value and goodwill of the Acquired Business so sold, Sellers covenant and agree that, except with respect to the continued operation and sale of the assets of Sellers that he will acquire specialized knowledge are not Acquired Assets (including the continued operation and experience sale of the Excluded Subsidiaries and the continued operation and sale of services pursuant to the Transition Supply Agreement), Sellers shall not, for a period of three (3) years after the Closing Date, (a) engage in any business which is in direct competition with the Acquired Business (as conducted as of the date hereof) in the business United States or Canada, (b) solicit, induce or attempt to persuade any of the Company current customers of the Business in the United States and its Affiliates and that if his knowledgeCanada or any Transferred Employees or agents of the Acquired Business to terminate such business, experienceemployment or agency relationship in order to enter into any such relationship in the United States or Canada for, reputation or contacts are used by with or on behalf of the Employee to compete with the Company Sellers or its Affiliates any Affiliate or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified otherwise engage in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere activities in direct competition with the Company Business or its Affiliates (c) divulge or which is in conflict with make use of any trade secrets or other confidential information of the Company's or Acquired Business (other than to disclose such secrets and information to Buyer and its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate). In the event that the provisions of this Section 5.9 should ever be adjudicated deemed to exceed the time, geographic, service time or product geographic limitations or any other limitations permitted by applicable law Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawApplicable Law. In the event any Seller violates any of its obligations under this Section 5.9, Buyer may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Sellers acknowledge that a violation of this Section 5.9 may cause Buyer irreparable harm that may not be adequately compensated for by money damages. Notwithstanding anything to the contrary, nothing in this Agreement shall be deemed to limit the activities of the Excluded Subsidiaries to the extent the Excluded Subsidiaries are not using the Acquired Assets or subject to the Intangible Property License Agreements.

Non-Competition. (i) The Employee Executive acknowledges that he will acquire specialized knowledge and experience be a “high impact” person in the Company Group’s business who is in possession of selective and specialized skills, learning abilities, investor and business contacts and information as a result of his relationship with the Company Group and prior experience, and that he will acquire proprietary and confidential information about Employer’s business, including, but not limited to the activities of the business, its investors, and other information, some of which may be of independent economic value, and which is not available to the public, and is protected by specific efforts of the Company. Such proprietary and confidential information may be regarded by the Company as trade secrets. The Executive further acknowledges that he will be responsible for contacting and developing relationships with the Company’s investors and others critical to its business. The Executive, therefore, agrees that during the Term and thereafter during the Restricted Period, not to, either directly, whether as an employee, board member, sole proprietor, partner stockholder, joint venture, representative, contractor, or the like, in the same or similar capacity in which he worked for the Company or its affiliates, compete with the Company in any field in which the Company has entered into, enters into during the Executive’s employment with the Company or is considering entering into at the time of the Executive’s termination of employment, provided the Executive has actual knowledge of such field. The territory in which this non-competition covenant shall apply will be limited to the area commensurate with the territory in which the Executive marketed, sold or provided products or services for the Company Group during the two years preceding termination of employment. (ii) If any provision of this Section relating to the time period or scope of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or scope, as applicable, that such court deems reasonable and enforceable, said time period or scope shall be deemed to be, and thereafter shall become, the maximum time period or greatest scope that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination. (iii) The Company and Executive have examined this Section regarding the Covenant Not to Compete and agree that the restraint imposed upon Executive is reasonable in light of the legitimate interests of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of it is not unduly harsh upon the Employee Executive’s ability to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for earn a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawlivelihood.

Non-Competition. The Employee acknowledges (a) As a material inducement for RCM to enter into this Agreement Xxxx agrees that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledgenot, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one four (14) year thereafteryears following the Closing Date (the "Restricted Period") within a radius of two hundred fifty (250) miles of Milwaukee, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the BoardWisconsin, directly or indirectly, render any services whether as employee, owner, partner, agent, director, officer or shareholder, engage in the business of a businesscontract or temporary staffing of technical personnel. As used herein "technical personnel" means information technology, commercial, or engineering and manufacturing professional nature to any Person, whether for compensation or otherwise, within personnel. Without limiting the United States or elsewhere in competition with generality of the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire foregoing Xxxx shall not do any of the employees following: (i) Solicit, divert, accept business of contract or agents temporary staffing of technical personnel from any client of Acquiree who is or was a client during the term of Xxxx'x affiliation with Acquiree, including all clients directly or indirectly produced or generated by Xxxx. (ii) Solicit, induce or contract with any of the Company Acquiree's employees to leave Acquiree or its Affiliates orto work for Xxxx or any company with which Xxxx is connected. (iii) Solicit, with respect to the two divert or take away any of Acquiree's sources of business of contract or temporary staffing of technical personnel. (2b) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose The provisions of this Section 8, shall be construed as an agreement independent of any other provision of this Agreement and the phrases "in competition with" and "in conflict with" existence of any claim or cause of action by Xxxx against Acquiree whether arising out of this Agreement or otherwise shall not be deemed constitute a defense to apply to any Person whose activities do not involve similar lines the enforcement by Acquiree of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this paragraph. (c) Xxxx agrees that a violation of any of the provisions of Section should ever 5.4(a) hereof will cause irreparable damage to Acquiree the exact amount of which it will be adjudicated impossible to exceed the timeascertain and, geographicfor that reason, service or product limitations permitted by applicable law in any jurisdiction, then such provisions Xxxx agrees that Acquiree shall be deemed reformed entitled to injunctive relief restraining any violation of this Section 5.4(c) hereof by any Acquiree Shareholder and any person, firm or corporation associated with him, such right to be cumulative and in addition to all other remedies available to Acquiree by reason of such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawviolation.

Non-Competition. The In consideration of the salary paid to the Employee acknowledges by the Company, the Employee agrees that he during the term of the Employment and for a period of two years following the termination or expiration of this Agreement (for whatever reason): (a) the Employee will acquire specialized knowledge not approach clients, customers, business partners or other contacts of the Company and experience its subsidiaries or other persons or entities introduced to the Employee in his or her capacity as a representative of the Company and its subsidiaries for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Company and its subsidiaries and such persons and/or entities; (b) unless expressly consented to by the Company, the Employee will not assume employment with or provide services as a director, consultant or otherwise for any direct or indirect competitor of the Company and its subsidiaries, or invest or engage, whether as principal, partner, licensor or otherwise, in any business which is in direct or indirect competition with the business of the Company and its Affiliates and that if his knowledgesubsidiaries; and (c) unless expressly consented to by the Company, experience, reputation or contacts are used by or on behalf of the Employee to compete with will not seek directly or indirectly, by the Company offer of alternative employment or its Affiliates or other inducement whatsoever, to solicit employees or agents away from the Company or its Affiliates, serious harm to services of any employee of the Company and its Affiliates may resultsubsidiaries employed as at or after the date of such termination, or in the year preceding such termination. In consideration The provisions provided in Section 9 shall be separate and severable, enforceable independently of the benefits specified in each other, and independent of any other provision of this Agreement, . The parties hereto acknowledge that the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under provisions contained in Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate9 are reasonable. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions of this Section should ever shall apply with such modification as may be adjudicated necessary to exceed make them valid and effective to the timemaximum extent, geographicboth in time and geography, service or product limitations as permitted by applicable law in laws. This Section 11 shall survive the termination of this Agreement for any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawreason.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee Executive agrees that during the Employee's employment by the Company and for a period of one twelve (112) year thereaftermonths following the Date of Termination, subject to unless the performance Date of Termination is the Expiration Date, he will not directly or indirectly own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, or solicit any employees of the Company on behalf of, any entity or business which competes directly with any business conducted by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior toor by any group, division or as the result of, expiration subsidiary of the Employment Term)Company, the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any area where such business is being conducted or is proposed to be conducted at the Date of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderTermination; provided, however, that this provision shall terminate in not apply if Executive or the event Company terminates his employment on the employment Expiration Date. It is understood and agreed that, for the purposes of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose foregoing provisions of this Section 86, the phrases "in competition with" and "in conflict with" (i) no business shall not be deemed to apply to any Person whose activities do not involve similar lines of be a business now or hereafter undertaken conducted by the Company or any Affiliategroup, division or subsidiary of the Company, unless not less than five percent (5%) of the Company’s consolidated gross sales or operating revenues is derived from, or not less than five percent (5%) of the Company’s consolidated assets are devoted to, such business; and (ii) no business conducted by any entity by which the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Company unless it is one from which five percent (5%) or more of its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets are devoted; provided, however, that if the actual gross sales or operating revenues or assets of such entity derived from or devoted to such business is equal to or in excess of 10% of the most nearly comparable figure for the Company, such business of such entity shall be deemed to be competitive with a business of the Company. In Furthermore, ownership of not to exceed five percent (5%) of the event that the provisions voting stock of any publicly held corporation shall not constitute a violation of this Section should ever be adjudicated to exceed the time6, geographic, service or product limitations permitted by applicable law and ownership of a partial equity interest in any jurisdiction, then such provisions Xxxxxxx Foot Form also shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawnot constitute a violation of this Section 6.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge (a) Without limiting the provisions of Sections 4.01. 4.02 and experience 4.04, and as a further inducement to the Company to enter into this Agreement, Executive agrees that, except as otherwise permitted hereby, until the expiration of six (6) calendar months from the Effective Date, or until the end of the Consulting Term if the Consulting Term ends after the expiration of six (6) calendar months from the Effective Date, Executive shall not, directly or indirectly, for his own account or as agent for another, carry on or participate in the ownership, management or control of, or be employed by, or serve as a director of, or consult for, or license or provide know-how to, or otherwise render services to, or allow his name or reputation to be used in or by, any other present or future business enterprise that, either alone or together with its Affiliates, engages in the Line of Business and competes with current or planned activities of the Company and its Affiliates anywhere in the world without the prior written approval of the Chief Executive Officer of the Company. In the event of any violation of the foregoing, then and in such event the Company may, upon notice to Executive, terminate the consulting relationship between Executive and Company without limiting any other remedies of the Company. (b) Notwithstanding the foregoing, nothing herein shall limit the right of Executive, as an investor, to hold and make investments in securities of any corporation or other entity that competes in the Line of Business with the Company and its Affiliates and that if his knowledgeis registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market, experience, reputation or contacts are used by or on behalf provided that the aggregate of all of Executive's beneficial ownership therein does not exceed one percent (1%) of the Employee outstanding equity interests in such corporation or other entity. (c) Executive acknowledges that he considers the restrictions set forth in this Section 4.03 to compete with be reasonable both individually and in the Company or its Affiliates or to solicit employees or agents away from aggregate and that the Company or its Affiliatesduration, serious harm to geographic scope, extent and application of each of such restrictions are no greater than is necessary for the protection of the legitimate interests of the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions restriction herein shall be deemed reformed in found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, each of the parties hereby agrees that such jurisdiction restriction shall apply with such modification as may be necessary to the maximum time, geographic, service or product limitations permitted by applicable lawmake it valid.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience A) During the period in which the business Project Entity is a licensee of the Company and its Affiliates and that if his knowledgeWCCI, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with without the prior written consent of the BoardNYBE, WCCI shall not directly or indirectlyindirectly own, render operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any services restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a businesslicensee of WCCI, commercialwithout the prior written consent of NYBE, WCCI shall not directly or professional nature indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current Xxxxxxx Well Map, published by the A.C, Xxxxxxx Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any Person, whether for compensation entities or otherwise, within the United States Persons directly or elsewhere indirectly controlled by WCCI. D) The restrictions set forth in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect Section 3.10(A) are subject to the two (2following exceptions: i) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" Such restrictions shall not be deemed to considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any Person whose activities do entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not involve similar lines be considered violated by reason of business now NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or hereafter undertaken by manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the Company or any Affiliaterestrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions 3.10 shall be deemed reformed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in such jurisdiction all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the maximum timeother party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, geographicif any party shall engage in any act in violation of any of the provisions of this Section 3.10, service the other party shall be entitled, in addition to such other remedies and damages as may be available to either or product limitations permitted by applicable lawboth of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. The Employee (a) During the three (3) year-period following the Closing (such period, the “Non-Competition Period”), in further consideration of the amounts to be paid directly to the Company pursuant to the Tranches Agreements and indirectly benefiting Xxxxxx through, among other things, her ownership of the Xxxxxx Stock, Xxxxxx shall not, and shall cause its Affiliates not to, directly or indirectly, alone or in concert with others, engage in, participate in or otherwise assist (whether as an owner, officer, partner, principal, joint venturer, equityholder, director, member, manager, investor, lender, employee, agent, independent contractor, consultant or otherwise) any other Person that engages in the same industry of the Company or its Subsidiaries or otherwise competes against any of Purchaser, the Company or any of their respective Affiliates anywhere in the world; provided, that nothing herein shall prohibit Xxxxxx or any of Xxxxxx’x Affiliates from being a passive owner of not more than three percent (3%) of the outstanding stock of any class of a publicly-traded corporation so long as none of such Persons has any active participation in the business of such corporation; and further provided that nothing herein shall prohibit Xxxxxx or any of Xxxxxx’x Affiliates from owning and operating the Permitted Ventures and the business of RISE, subject to the following requirements with respect to RISE: (i) Prior to the closing of the RISE Transaction, RISE shall not expand its current level of business activity, and, following the closing of the RISE Transaction, the Company and its Subsidiaries shall have no responsibility to RISE for capital, guarantees or loans, and sharing of human resource and office space will be mutually agreed upon among the Company, RISE and Purchaser; (ii) RISE shall operate as an independent introducing broker and not as a clearing broker, (iii) RISE shall introduce, execute and clear all of its client orders through Xxxxxx Xxxxxxx & Co., Inc. (“MSCO”), as long as MSCO can support the business of RISE for the Non-Competition Period; (iv) RISE shall have the focus of becoming a women and minority owned and operated company, targeting only such strategic investors to achieve the mission; (v) Any Contract or agreement between RISE and the Company or any of its Subsidiaries shall require prior approval by Purchaser; and (vi) RISE shall not solicit any current customers of the Company and its Subsidiaries, provided that RISE may accept such customers of the Company that choose to voluntarily open accounts at RISE without RISE having breached this Section 5(a)(vi). (b) If, at the time of enforcement of the covenants contained in this Section 5 (“Non-Compete Covenant”), any court located in New York or other courts of competent jurisdiction (collectively, the “Courts”) holds that the duration, scope or territory stated herein are unreasonable under circumstances then existing or is otherwise unenforceable, the Parties hereby waive any and all rights to claim that the Non-Compete Covenant, in whole or in part, is null, void and of no effect, and agree that the maximum duration, scope or area as determined by the Courts and/or as permitted by applicable Law shall be applied in the construction, interpretation, and/or enforcement of the Non-Compete Covenant. Xxxxxx has consulted with legal counsel regarding the Non-Compete Covenant and has determined and hereby acknowledges that he will acquire specialized knowledge the Non-Compete Covenant is reasonable in terms of duration, scope and experience area restrictions and is necessary to protect the goodwill of the Company’s businesses and the substantial investment made by Purchaser under the Tranches Agreements. (c) Xxxxxx acknowledges that she has carefully read, given careful consideration to, and is in full accord as to the necessity of the restraints imposed by this Section 5 for the reasonable and proper protection of the business strategies, employee and customer relationships and goodwill of the business of the Company Group and its Affiliates the shares of Common Stock being acquired by Purchaser. Xxxxxx acknowledges and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by Non-Compete Covenant substantially covers the Company and for a period of one (1) year thereafter, subject to activities that comprise the performance by market in which the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents business of the Company or Group is currently conducted. Xxxxxx further acknowledges that its Affiliates oragreement to comply with the Non-Compete Covenant for the Non-Competition Period is manifestly reasonable upon its face and that it is reasonable as to time and is not greater than is required for the reasonable protection of Purchaser and the Company in light of the substantial harm that Purchaser would suffer should Xxxxxx breach the Non-Compete Covenant. Xxxxxx further agrees that the nature, with respect kind and character of the Non-Compete Covenant are reasonably necessary to protect the two (2) year period referred to above, any person who was an employee or agent business of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawGroup as currently conducted.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge During the 3-year period immediately following the Closing (the “Restricted Period”), Seller and experience its existing affiliates shall not engage in the business “Restricted Business,” which shall mean being the Creator of the Company (a) an audiovisual combined codec and its Affiliates DRM or (b) core video encoding and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may resultdecoding software. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee “Creator” shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates ormean, with respect to the two products described (2a) year period referred or (b), a party that is both: (i) the developer of such product, or where another party developed such product then the exclusive assignee or the exclusive licensee thereof for such product (i.e., such third party developer no longer has licensing rights and no longer has distribution rights, and has neither assigned nor licensed to aboveanyone else neither licensing nor distribution rights, any person with respect thereto)); and (ii) the initial licensor (other than the developer referenced in clause (i) who was an employee licensed it to such party) of such product (as opposed to a sublicensor). For clarity, integrating or agent offering a technology of which Seller is not the Creator shall not be considered a “Restricted Business.” For the avoidance of doubt, Seller’s and/or its Subsidiaries’ participation with a third party counterparty in a partnership, licensing relationship, minority investment or other commercial arrangement shall not be prohibited by this covenant solely by reason of the Company fact that such third party counterparty to such arrangement is engaged in a Restricted Business so long as such partnership, licensing relationship, minority investment or other commercial arrangement is not created for the purpose of circumventing this covenant. Further, Buyer agrees that none of the existing businesses of Seller and its Affiliates at any time within six months prior Subsidiaries, as conducted as of the Closing Date or as contemplated to the termination of employment hereunder; providedbe conducted as described in Seller’s current public disclosures, howevershall be considered a Restricted Business. In addition, that this provision shall terminate in the event Seller or its Subsidiaries acquires any Person during the employment Restricted Period, and the business of the Employee Person acquired is terminated by the Company engaged in violation of Section 10 hereof. For the purpose of this Section 8a Restricted Business (any such acquisition, the phrases "in competition with" and "in conflict with" a “Subsequent Acquisition”), such Subsequent Acquisition shall not be deemed to result in a breach or violation of the provisions of this covenant if the Person Acquired does not derive more than 33% of its revenue from one or more Restricted Business. Additionally, the acquisition of Seller or any of its Subsidiaries by any Person shall not be deemed to result in a breach or violation of the provisions of this covenant and this covenant shall not apply to such acquiring Person but Seller and its Subsidiaries, including any Person whose activities do not involve similar lines such Seller or Seller Subsidiary entity acquired by such other Person, shall remain subject to the provisions of business now or hereafter undertaken by this covenant for the full duration of the Restricted Period. Seller and Buyer agree that the terms of the covenant herein are fair and reasonable in light of Buyer’s plans for the Company or any AffiliateBusiness and are necessary to accomplish the full transfer of the goodwill and other intangible assets contemplated hereby. In the event that any of the provisions covenants contained herein shall be determined by any court of this Section should ever competent jurisdiction to be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in unenforceable for any jurisdictionreason whatsoever, then any such provision or provisions shall not be deemed reformed void, and the parties hereto agree that said limits may be modified by the court and that said covenant contained herein shall be amended in such jurisdiction accordance with said modification, it being specifically agreed by the parties that it is their continuing desire that this covenant be enforced to the maximum timefull extent of its terms and conditions or if a court finds the scope of the covenant unenforceable, geographic, service or product limitations permitted by the court should redefine the covenant so as to comply with applicable lawLaw.

Non-Competition. The Employee (a) Grantee acknowledges that he will acquire specialized knowledge and experience in recognizes the business highly competitive nature of the businesses of the Company and its Affiliates affiliates and that if agrees as follows: (i) Grantee will not, within the period during which the Award remains unvested following the termination of his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete employment with the Company for any reason (the “Post-Termination Period”) or its Affiliates or to solicit employees or agents away from during Grantee’s employment (collectively with the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementPost-Termination Period, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term“Restricted Period”), the Employee shall not, unless acting pursuant hereto accept an employment or with the prior written consent of the Boardconsulting relationship (or own or have any financial interest in), directly or indirectly, render with any entity engaged in the business of providing [Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) related products and systems and information and technical services of a businessto military, commercial, or professional nature to any Person, whether for compensation or otherwise, government and commercial customers within the United States States]. Notwithstanding anything to the contrary in this Agreement, Grantee may, directly or elsewhere in competition with indirectly own, solely as an investment, securities of any Person which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Grantee (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) It is expressly understood and agreed that although Grantee and the Company consider the restrictions contained in this Appendix B to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or its Affiliates territory or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates orrestriction contained in this Agreement is an unenforceable restriction against Grantee, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever Agreement shall not be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions rendered void but shall be deemed reformed 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 enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix B shall be in effect shall be extended by the length of time during which Grantee is in breach of the terms hereof as determined by any court of competent jurisdiction to on the maximum time, geographic, service or product limitations permitted by applicable lawCompany’s application for injunctive relief.

Non-Competition. The Employee acknowledges Provided that he will acquire specialized knowledge and experience in this Agreement has not been breached by the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementCorporation, the Employee agrees that during the Employee's employment by the Company and for a period of he shall not at any time prior to one (1) year thereafterafter the expiration or termination of his employment with the Corporation, subject to the performance by the Company of its obligations under Section 10 hereof upon own, manage, operate, be a Termination of Employment (whether prior todirector or an employee of, or as the result ofa consultant to any person, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercialcorporation, partnership, trust, limited liability company or professional nature to any other firm or enterprise ("Person") which is engaged in marketing, whether for compensation selling or otherwise, within distributing products or in developing product candidates in the United States which are directly competitive with products or elsewhere product candidates in competition development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation’s most recent filing on Form 10-K with the Company or its Affiliates or which is in conflict with Securities and Exchange Commission as of the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire date of the termination of the Employee’s employment. If any of the employees provisions of this section, or agents any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the Company provisions of this section, or its Affiliates orany part thereof, with respect is held to the two (2) year period referred to above, any person who was an employee or agent be unenforceable because of the Company duration of such provision, the area covered thereby or its Affiliates at any time within six months prior the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the termination duration, geographic area and/or other terms of employment hereunder; providedsuch provision and, howeveras so modified, that this said provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not then be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliateenforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of this Section should ever be adjudicated to exceed the timescope thereof or otherwise, geographic, service it is the intention of the parties hereto that such determination not bar or product limitations permitted by applicable law in any jurisdiction, then way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions shall be deemed reformed in such other jurisdictions, the above provisions as they relate to each jurisdiction to the maximum timebeing, geographicfor this purpose, service or product limitations permitted by applicable lawseverable into diverse and independent covenants.

Non-Competition. The Employee acknowledges (a) In order that he will acquire specialized knowledge Purchaser may have and experience in enjoy the business full benefit of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementBusiness, the Employee agrees Other Sellers and Seller agree that during the Employee's employment by the Company and for a period of one three (13) year thereafteryears commencing on the Closing Date, subject to Seller Parent, the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior Other Sellers and Seller will not, and will cause their Subsidiaries not to, or as without the result ofexpress written approval of Purchaser, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardengage, directly or indirectly, render in a Competing Business or acquire more than fifteen percent (15%) of the outstanding equity interest in any services Business Competitor, in each case other than the Retained Business. Seller agrees, upon the reasonable request of a businessPurchaser, commercialto use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-competition provisions of the Asset Purchase Agreement between Angel and an Affiliate of Seller, or professional nature to any Persondated as of August 14, whether for compensation or otherwise2005, within as amended (the United States or elsewhere “Semiconductor Business Purchase Agreement”); provided that all costs and expenses incurred in competition connection with the Company enforcement of such rights shall be borne exclusively by Purchaser. For purposes of this Section 6.9: (i) “Competing Business” shall mean developing, manufacturing, selling or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire servicing any of the employees Storage Products for or agents to third parties and (ii) “Business Competitor” shall mean any Person that derived more than 40% of its consolidated gross revenues from Competing Businesses during the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months four fiscal quarters prior to the termination Seller Parent, Other Sellers, Seller or any of employment hereunder; providedtheir Subsidiaries’ entering into an agreement providing for the investment in or acquisition of such Person, howeverfor which financial statements are available. Notwithstanding the foregoing, that this provision shall terminate in the event the employment none of the Employee Seller Parent, Other Sellers, Seller or any of their Subsidiaries shall be precluded from: (a) engaging in those businesses that are engaged in as of the date of the Closing through the Retained Business, and reasonably expected or foreseeable extensions of those businesses and the products manufactured or sold, and the services developed or provided in connection therewith; (b) acquiring, merging with or consolidating with an entity which, at the time of the parties’ agreement to enter into such transaction is terminated not a Business Competitor and extensions of any business of such entity or its Subsidiaries; (c) being acquired by means of any business combination (including an asset purchase, merger or consolidation) by any Person; (d) engaging in any merger, consolidation or any other business combination with any Person not subject to clause (c) if the Company in stockholders of the Seller Parent, Other Sellers or Seller immediately prior to consummation of such transaction will own 50% or less of the outstanding common stock of the resulting or surviving entity (or the parent thereof); (e) the development, manufacture, supply, distribution, sale, support and maintenance of Storage Products as a component of a product sold by, or incidental to, a Retained Business, a reasonably expected or foreseeable extension of a Retained Business, or any other business of the Other Sellers, Seller or their Subsidiaries that is not itself a violation of Section 10 hereof. For the purpose of this Section 8, the phrases "6.9; or (f) engaging in competition with" and "any Competing Business engaged in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company Other Sellers, Seller or their Subsidiaries as a result of any Affiliatetransaction contemplated by clause (b) or (d) and any extensions of such Competing Business. In Following any acquisition as described in the event that foregoing clause (c), the provisions of this Section should ever 6.9 shall continue to apply solely to Seller Parent, Seller and their Subsidiaries, and not to any other Affiliates of Seller. Notwithstanding the foregoing, the provisions of this Section 6.9 shall not restrict the Seller Parent, Other Sellers and Seller or any of their Subsidiaries from acquiring and operating any Business Competitor so long as (i) the Seller Parent, Other Sellers, Seller or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within one year of such transaction such that an acquisition by the Seller Parent, Other Sellers, Seller or such Subsidiary of the retained portion of the Competing Business would be adjudicated to exceed permissible under the timeterms of the foregoing clause (b); and (ii) while owned, geographicthe Seller Parent, service Other Sellers and Seller and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or product limitations permitted Licensed Business Intellectual Property Rights held by applicable law in any jurisdictionthe Other Sellers, then such provisions shall be deemed reformed in such jurisdiction Seller or their Subsidiaries prior to the maximum time, geographic, service or product limitations permitted by applicable lawdate of such acquisition.

Non-Competition. The Employee acknowledges (a) In consideration of the Initial Sale Price and in order that he will acquire specialized knowledge Buyer may enjoy the full benefits of the business, Seller covenants and experience agrees that neither Seller nor any of Seller's Affiliates shall directly or indirectly (i) for ten (10) years after the Closing Date own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as an officer, director, employee, stockholder, partner or otherwise with, the business of selling, manufacturing or marketing industrial gas turbine transitional ducts, AMNS panels or nozzle liners anywhere in the Company and its Affiliates and that if his knowledgeworld, experienceor (ii) for three (3) years after the Closing Date solicit, reputation interfere with or contacts are used by or on behalf of the Employee attempt to compete with the Company or its Affiliates or to solicit employees or agents entice away from the Company Buyer or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreementany Business Employee, the Employee agrees that during the Employee's employment by the Company and or (iii) for a period of one (1) year thereafter, subject to after the performance by the Company of its obligations under Section 10 hereof upon Closing Date employ or retain as a Termination of Employment (whether prior toconsultant any Business Employee, or as (iv) for three (3) years after the result ofClosing Date solicit, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto interfere with or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature attempt to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's entice away from Buyer or its Affiliates' interests, any person, firm or solicit for employment corporation which has been during the two-year period ending on the Closing Date or is a customer of Buyer or Seller in any other fashion hire any connection with the Business. Ownership of not more than 2% of the employees or agents outstanding stock of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision publicly traded company shall terminate in the event the employment of the Employee is terminated by the Company in not be a violation of Section 10 hereof. For the purpose of this Section 86.7 so long as Seller and its Affiliates do not participate in the management of such company. (b) The parties acknowledge and agree that the restrictions and covenants contained in this section are reasonable in view of the nature of the Business. Notwithstanding anything contained herein to the contrary, if the phrases "scope of any restriction or covenant, or the period thereof, contained in competition with" and "in conflict with" this section is found by a court of competent jurisdiction to be too broad to permit enforcement of such restriction or covenant to its full extent, then such restriction or covenant shall not be deemed to apply be modified to the extent necessary in order that any Person whose activities do not involve similar lines of business now such provision or hereafter undertaken portion thereof shall be legally enforceable to the maximum extent permitted by the Company or law, and further agree that if any Affiliate. In the event that the provisions part of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions 6.7 shall be so found or deemed reformed unreasonable, unlawful or unenforceable, such unenforceability shall not affect the remaining portions of this Section 6.7, which shall be fully enforced; and the parties do further agree that any court of competent jurisdiction shall, and the Parties do hereby expressly authorize, require and empower any court of competent jurisdiction to, enforce any such provision or portion thereof in order that any such jurisdiction provision or portion thereof shall be enforced to the maximum time, geographic, service or product limitations fullest extent permitted by applicable law. (c) Each Party agrees that the other Party will suffer irreparable damage and harm and will not have an adequate remedy at law in the event of any breach by it of any covenant of this Agreement. Accordingly, in the event of such a breach or of a threatened or attempted breach, in addition to all other remedies to which the applicable Party is entitled to at law, the non-breaching Party shall be entitled to a temporary and permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance of the provisions hereof, and no bond or other security shall be required in that connection. The remedies described in this Section shall not be exhaustive and shall be in addition to all other remedies that the Buyer may have at law, in equity or otherwise.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in During the business of three-year period commencing on the Company and its Affiliates and that Effective Date and, if his knowledgelonger, experiencewhile employed by Furniture Brands, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafterafter termination of employment, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee Executive shall not, unless acting pursuant hereto or with without the prior written consent of the BoardFurniture Brands, directly or indirectly, render any services of a businessown, commercialcontrol, finance, manage, operate, join or participate in the ownership, control, financing, management or operation of, or professional nature to any Personbe connected as an employee, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment consultant or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to abovecapacity with, any person who was an employee business engaged in the manufacture or agent distribution of residential furniture in the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; providedUnited States. Nothing in this Section 6 shall, however, that this provision shall terminate restrict Executive from making investments in other ventures which are not competitive with Furniture Brands, or restrict Executive from owning less than one percent (1%) of the outstanding securities of companies listed on a national stock exchange or actively traded in the event "over-the-counter" market. In addition, if the employment of the Employee Employment Period is terminated by Furniture Brands (other than for Cause) and the Company Executive elects to forego the payments called for in violation of Section 10 Sections 4 and 5 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever 6 shall not apply. Should any of the terms of this Section 6 be adjudicated found to exceed the time, geographic, service or product limitations permitted by applicable law be unenforceable because they are over- broad in any jurisdiction, respects then such provisions they shall be deemed reformed in such jurisdiction amended to the maximum timeextent, geographicand only to the extent, service or product limitations permitted by applicable lawnecessary to render them enforceable. Both parties stipulate that money damages would be inadequate to compensate for any breaches of the terms of this Section 6, and that such terms shall be enforceable through appropriate equitable relief, without the necessity of proving actual damages and to an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights and remedies to which Furniture Brands may be entitled.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge (a) For a period commencing on the date hereof and experience ending on the earlier of (i) termination of the Merger Agreement or (ii) the three-year anniversary of the date hereof (the “Restricted Period”), the Stockholder shall not engage, directly or indirectly, in any business anywhere in the business world that manufactures, produces or supplies products or services of the Company and its Affiliates and kind manufactured, produced or supplied by Parent, any Subsidiary of Parent set forth on Annex A hereto that if his knowledgeis engaged in the Business, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the any Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration Subsidiary as of the benefits specified in this Agreementdate hereof or, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with without the prior written consent of the BoardParent, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render any services of a businessfinancial or other assistance to or participate in as an officer, commercialemployee, or professional nature to any Personpartner, whether for compensation stockholder, consultant or otherwise, within any Person that competes with Parent, the United States or elsewhere in competition with Business, the Company or its Affiliates any Company Subsidiary in manufacturing, producing or supplying products or services of the kind manufactured, produced or supplied by the Company or any Company Subsidiary as of the date hereof; provided, however, that, (i) ownership of securities having no more than five percent of the outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Agreement as long as the Person owning such securities has no other connection or relationship with such competitor and (ii) ownership of securities or equity interests in any investment company, mutual fund, equity fund, diversified portfolio company or other mutual pooled investment (each, an “Investment Company”), shall not be deemed to be in violation of this Agreement as long as the Person owning such securities has no active participation in the management of such Investment Company. (b) As a separate and independent covenant, the Stockholder agrees with Parent and Purchaser that, for a period of three years following the date hereof, the Stockholder will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that manufacturers, produces or supplies products or services of the kind manufactured, produced or supplied by Parent any Subsidiary of Parent set forth in Annex A hereto that is engaged in conflict with the Company's Business, the Company or its Affiliates' interestsany Company Subsidiary as of the date hereof, call upon, solicit, advise or otherwise do, or solicit for employment or in attempt to do, business with any other fashion hire any of the employees or agents customers of the Company or its Affiliates or, any Company Subsidiary with respect to whom the two (2) year Company or any Company Subsidiary had any dealings during the period referred to above, any person who of time in which the Stockholder was an employee or agent a stockholder of the Company or its Affiliates at take away or interfere or attempt to interfere with any time within six months prior customer, trade, business or patronage of Parent, any Subsidiary of Parent set forth in Annex A hereto that is engaged in the Business, the Company or any Company Subsidiary, or interfere with or attempt to interfere with any officers, employees, representatives or agents of Parent, any Subsidiary of Parent, the termination Company or any Company Subsidiary, or induce or attempt to induce any of them to leave the employ of Parent, any Subsidiary of Parent, the Company or any Company Subsidiary or violate the terms of their contracts, or any employment hereunderarrangements, with Parent, any Subsidiary of Parent, the Company or any Company Subsidiary; provided, however, that this provision shall terminate in the event foregoing will not prohibit (i) a general solicitation to the employment public of general advertising or (ii) the Employee is terminated Stockholder from purchasing consumer products sold, manufactured or produced by the Company in violation any customer of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In Company Subsidiary. (c) The Restricted Period shall be extended by the event that length of any period during which the provisions Stockholder is in breach of the terms of this Section should ever 1. (d) The Stockholder acknowledges that the covenants of the Stockholder set forth in this Agreement are an essential element of the transactions contemplated by the Merger Agreement and that, but for the agreement of the Stockholder to comply with these covenants, Parent and Purchaser would not have entered into the Merger Agreement. The Stockholder acknowledges that the agreements contained herein are independent covenants that shall not be adjudicated affected by performance or nonperformance of the Merger Agreement by Parent or Purchaser. The Stockholder has had the opportunity to exceed independently consult with his counsel regarding whether the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawcovenants contained herein are reasonable and proper.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in shall not, at any time while employed by the business Company (other than as an employee of the Company and its Affiliates and that if within the scope of his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm duties to the Company and its Affiliates may result. In consideration in furtherance of the benefits specified in this Agreementbusiness and affairs of the Company), the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject following the date upon which Employee ceases to the performance be employed by the Company of its obligations under Section 10 hereof upon a for any reason (the "Termination of Employment (whether prior to, or as the result of, expiration of the Employment TermDate"), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services for his own account or for the account of a businessothers, commercialas an owner, or professional nature to any Personofficer, whether for compensation or otherwisedirector, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interestsshareholder, or solicit for employment partner, member, employee, agent, advisor, consultant, manager, licensor, or in any other fashion hire capacity, engage, or be associated with, in any Restricted Field within the Restricted Area. For purposes of this Agreement: (1) Restricted Field shall mean the production, processing, sale, distribution, or providing of any Restricted Service. (2) Restricted Service shall mean any services or goods produced, sold, processed, distributed, or provided by the Company during the one year period ending on the Termination Date and which accounted for more than 10% of the employees Company's revenues for such year or agents specifically identified and planned by the Company during the one year period ending on the Termination Date and which was expected to account for more than 10% of the Company or its Affiliates Company's revenues for such one year period (or, if there has not been a Termination Date, during the one year period immediately preceding the date with respect to the two (2) year period referred to above, any person who was an employee or agent which Employee's compliance with this Section is then being determined). As of the Company or its Affiliates at any time within six months prior date hereof, the Restricted Services shall mean the provision of Internet access services, connectivity and other related services including, without limitation, wholesale Internet access services for Internet appliances to the termination of employment hereunderand other Internet service providers; provided, however, that this provision and (3) Restricted Area shall terminate in the event the employment of the Employee is terminated by mean all geographic areas where the Company in violation has a point of Section 10 hereof. For the purpose of this Section 8presence, the phrases "United States of America and any other territory in competition with" and "in conflict with" which the Company is hereafter doing business. Employee shall not be deemed to apply have breached his covenant hereunder by accepting employment after the Termination Date with an entity engaged in a Restricted Field in a Restricted Area if: (i) Employee is employed only by a division, subsidiary, or affiliate of such entity, which division, subsidiary, or affiliate is not itself, directly or indirectly, engaged in any Restricted Field in any Restricted Area, (ii) Employee does not provide any services, either directly or indirectly, to any Person whose activities do not involve similar lines division, subsidiary, or affiliate of business now such entity which is, directly or hereafter undertaken by the Company or indirectly, engaged in any Affiliate. In the event Restricted Field in any Restricted Area, and (iii) such entity acknowledges in writing that the provisions it is aware of this Section should ever be adjudicated Agreement and that it will not cause or permit Employee to exceed breach any of the timeterms of this Agreement. Furthermore, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions Employee shall not be deemed reformed in such jurisdiction to the maximum timehave breached his covenant hereunder solely by reason of owning an equity interest of less than 5% of a publicly held corporation, geographicpartnership, service or product limitations permitted by applicable lawother entity.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the period of Employee's employment by with the Company and for a period of one (1) year thereafter, subject 18 months from the last payment of compensation to the performance Employee by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior toCompany, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto not engage in or with the prior written consent of the Boardparticipate in any business activity that competes, directly or indirectly, render any services with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a businesstermination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 9, commercialEmployee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or professional nature to its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any Personcorporation, whether for compensation partnership or otherwiseother enterprise or venture the business of which includes wholesale, within private label web hosting and email services in Canada or the United States States, or elsewhere any other business engaged in competition from time to time by the Company and is responsible for the performance of functions similar to those performed by Employee during the 12 month period immediately preceding Employee's termination. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents businesses of the Company or its Affiliates or, with respect to the two (2) year period referred to above, subsidiaries or affiliates own not more than 5% of any person who was an employee or agent class of the Company outstanding securities of any such corporation listed on a national securities exchange or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate traded in the event over-the-counter market. It is the employment desire and the intent of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event parties that the provisions of this Section should ever 9 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 9 is adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law unenforceable in any jurisdiction, then such provisions adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 9, and, in the event of such breach, the Company and Employee hereby agree that the Company will be deemed reformed in entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawcovenants.

Non-Competition. The Employee acknowledges Coda agrees that he will acquire specialized knowledge and experience in until the business second anniversary of the Company and its Affiliates and that if his knowledgeClosing Date, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company neither it nor any of its obligations under Section 10 hereof upon a Termination of Employment (whether prior tosubsidiaries shall engage or agree to engage, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, either directly or indirectly, render any services of as a business, commercialprincipal or for its own account or solely or jointly with others, or professional nature to as stockholders owning more than ten percent (10%) in any Personcorporation or joint stock association, whether for compensation in any business that gathers, transports or otherwiseprocesses natural gas within a thirty (30) mile radius of the processing plants currently owned by Taurus (excluding the Excluded Taurus Assets and excluding any gathering, within the United States transportation or elsewhere processing lines and equipment acquired in competition connection with the Company any acquisition of oil or gas properties by Coda or its Affiliates subsidiaries). If any provision contained in this Section 5.13 shall for any reason be held invalid, illegal or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or unenforceable in any respect, such invalidity, illegality of unenforceability shall not affect any other fashion hire provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the employees restrictions or agents covenants contained herein is held to cover a geographic area or to be for a length of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee which is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Coda acknowledges that CNG would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to compensate CNG for any such breach. Coda agrees that CNG shall be entitled to injunctive relief requiring specific performance by Coda of this Section, and Coda consents to the entry thereof.

Non-Competition. The Employee acknowledges (a) Each of AMO and Allergan recognize that he will acquire specialized knowledge it possesses significant Confidential Information regarding the other party's research and experience in the development, business, customers and existing business of the Company and its Affiliates practices, and that if his knowledge, experience, reputation AMO or contacts are used by or on behalf of the Employee Allergan were to compete with the Company other, it would inevitably and unfairly exploit, rely on, or its Affiliates misappropriate the other party's Confidential Information. Accordingly, except as otherwise set forth in this Agreement or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration any of the benefits specified in this AgreementAncillary Agreements, the Employee agrees AMO and Allergan agree that during the Employee's employment by the Company and for a period of one three years from the Distribution Date: (1i) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration no member of the Employment Term)Allergan Group or any Affiliate thereof shall: (A) engage in research and development regarding, the Employee nor shall notit manufacture, unless acting pursuant hereto market, sell, distribute, promote or with the prior written consent of the Boarddetail, directly any Optical Medical Device (other than a Delivery Device) or indirectly, render any services of a business, commercial, product or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere product candidate in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents same lines of business as those comprising the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderAMO Business; provided, however, that this provision Allergan shall terminate be permitted to research, develop, manufacture, market, sell, distribute, promote or detail any product so long as such product is not in the event the employment AMO Business as of the Employee Distribution Date and is terminated by indicated for a use similar to a product in the Company Allergan Business as of the Distribution Date, or (B) except pursuant to a change of control described in violation Section 10.02(b), acquire a joint venture or equity interest in any entity that engages in research and development regarding, or manufactures, markets, sells, distributes, promotes or details, any Optical Medical Device (other than a Delivery Device) or any product or product candidate in any of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar same lines of business now or hereafter undertaken by as those comprising the Company AMO Business; and (ii) no member of the AMO Group or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the timeAffiliate thereof shall: (A) engage in research and development regarding, geographicnor shall it manufacture, service market, sell, distribute, promote or detail, any Pharmaceutical or biological or any product or product limitations permitted by applicable law candidate in any jurisdictionof the same lines of business as those comprising the Allergan Business, then such provisions shall be deemed reformed including without limitation, any Delivery Devices; provided, however, that AMO may continue to engage in such jurisdiction to the maximum timeresearch and development regarding, geographicand manufacture, service market, sell, distribute, promote and detail, any product or product limitations permitted by applicable lawcandidate (other than a Refresh Product or any other product containing (1) carboxymethylcellulose or (2) castor oil, Pemulin(R)and polysorbate 80) which is a contact lens lubricant or rewetting drop, even though the product is indicated for irritation, discomfort, dryness, blurring, itchiness and other similar symptoms associated with contacts lens wear, so long as the product is labeled solely for use with contact lenses and so long as the product is only detailed, marketed, sold, promoted and distributed for use with contact lenses, or (B) except pursuant to a change of control described in Section 10.02(b), acquire a joint venture or equity interest in any entity that engages in research and development regarding, or manufactures, markets, sells, distributes, promotes or details, any Pharmaceutical or biological or any product or product candidate in any of the same lines of business as those comprising the Allergan Business.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for For a period of one eighteen (118) year thereafter, subject to months from the performance by Closing Date (the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term“Non-Competition Period”), the Employee Seller shall not, unless acting pursuant hereto or with and shall cause its Subsidiaries (other than the prior written consent of the BoardTransferred Subsidiaries) not to, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within anywhere in the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in within any other fashion hire any geographical area or territory in the world where the Business is presently being conducted, engage in the business of owning, licensing, developing, marketing, manufacturing, producing, selling or distributing intelligent bandwidth management solutions software and related products and services currently constituting the employees or agents of Business (the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder“Restricted Business”); provided, however, that this provision in no event shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not Restricted Business be deemed to apply include the IQ Stream Business or any extension thereof. Notwithstanding the foregoing, nothing herein shall prohibit Seller or any of its Subsidiaries (other than the Transferred Subsidiaries) from (i) owning shares of any class of securities of Tejas Networks India Private Limited or any successor thereto representing not more than fifteen percent (15%) of the outstanding equity interests thereof (not taking into account any reduction in outstanding equity interests due to any stock buyback or otherwise), (ii) being a passive owner of not more than three percent (3%) of the outstanding shares of any class of securities of a Person whose activities do not involve similar lines of business now that, directly or hereafter undertaken by indirectly, engages in the Company Restricted Business, (iii) performing services for, licensing patents to or receiving services from Buyer or any Affiliate. In of its Affiliates pursuant to the event Related Agreements, (iv) acquiring, and after such acquisition, owning an interest in another Person (or its successor) who is engaged, directly or indirectly, in the Restricted Business if such Restricted Business generated less than the lesser of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) of total consolidated annual revenues and fifteen percent (15%) of such Person’s total consolidated annual revenues, in the last completed fiscal year; provided, that the provisions Seller sells, terminates or otherwise disposes of this Section should ever be adjudicated to exceed the timesuch Restricted Business within one (1) year, geographicor (v) selling products to, service servicing, soliciting or product limitations permitted by applicable law receiving products or services from or otherwise engaging in any jurisdictioncommercial activities with (in each case, then such provisions shall be deemed reformed in such jurisdiction to the maximum timeordinary course of business) a Person engaged in the Restricted Business or any customer, geographicsupplier, service licensor or product limitations permitted by applicable lawlicensee of the Restricted Business or Buyer so long as neither Seller nor any of its Subsidiaries engages in or participates in the Restricted Business.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge After the Closing, Seller shall not, and experience in the business of the Company and shall cause its Affiliates and that if his knowledgeto not, experienceeither directly or indirectly, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one five (15) year thereafteryears after the Closing Date, subject (i) market, sell, distribute, export or import a product containing the active pharmaceutical ingredient used in the Product for any indication whatsoever in the Territory, whether branded or generic (i.e., Seller and its Affiliates are prohibited from marketing, selling, distributing, exporting or importing any AA or AB rated, therapeutically equivalent product to the performance by Product in the Company of its obligations Territory) or (ii) supply the active pharmaceutical ingredient used in the Product to a Third Party in order to allow such Third Party to do any activity that would be prohibited for Seller or Seller’s Affiliates under Section 10 hereof upon a Termination of Employment clause (whether prior to, or as i) above. The Parties recognize that the result of, expiration laws and public policies of the Employment Term), various jurisdictions may differ as to the Employee shall not, unless acting pursuant hereto or with validity and enforceability of covenants similar to the prior written consent foregoing. It is the intention of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event Parties that the provisions of this Section should ever 6.03 be adjudicated enforced to exceed the timefullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought and that the unenforceability (or the modification to conform to such laws or policies) of any provisions of this Section shall not render unenforceable or otherwise impair the remainder of the provisions of this Section. Accordingly, geographic, service if any provision of this Section is determined to be invalid or product limitations permitted unenforceable by applicable law in any a court of competent jurisdiction, then (x) such provisions invalidity or unenforceability shall be deemed reformed in such jurisdiction to apply only with respect to the maximum timeoperation of such provision in the particular jurisdiction of such court and not with respect to any other provision or jurisdiction and, geographic(y) with respect to invalidity or unenforceability in the particular jurisdiction of such court, service such court shall have the power to either (A) reduce the scope, duration or product limitations permitted by applicable lawcoverage of such provision or (B) replace such provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision. The Parties acknowledge and agree that any remedy at law for any breach of the provisions of this Section would be inadequate and, and such, Purchaser may enforce such provisions through equitable relief and specific performance.

Non-Competition. (a) The Employee Optionee acknowledges that he will acquire specialized knowledge and experience in recognizes the highly competitive nature of the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee accordingly agrees that during the Employee's term of the Optionee’s employment by the Company and for a period of [two (2) years] [one (1) year year] [six (6) months] immediately thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment : (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, i) The Optionee will not directly or indirectly, render indirectly engage in any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere business which is in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines line of business now or hereafter undertaken conducted by the Company or any Affiliateof its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted any such competing line of business; (ii) The Optionee will not perform or solicit the performance of services for any customer or client of the Company or any of its Affiliates; (iii) The Optionee will not directly or indirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this subparagraph 9(a), or (2) terminate such employee’s employment with the Company or any of its Affiliates. In Moreover, the event Optionee will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and (iv) The Optionee will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (i) - (iii) above. (b) It is expressly understood and agreed that although the Optionee and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Optionee, the provisions of this Section should ever Agreement shall not be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions rendered void but shall be deemed reformed 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 jurisdiction restriction cannot be amended so as to make it enforceable, such finding shall not affect the maximum time, geographic, service or product limitations permitted by applicable lawenforceability of any of the other restrictions contained herein.

Non-Competition. The Employee acknowledges SECTION 3.1 During the Restricted Period, X. Xxxxxxxxxx shall and procures that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafterX. Xxxxxxxxxx Entities shall, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to3.2 hereof, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, not directly or indirectly, render engage in (a) the ownership or operation of any services Drybulk Vessel or (b) the acquisition of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or investment in any Drybulk Vessel Business, other fashion hire than pursuant to his involvement with (i) any of the employees or agents member of the Company Group, or its Affiliates or(ii) the Manager, in compliance with the restrictions on competitive activities set out in the Management Agreement, as the same may be waived or amended from time to time (together, (a) and (b) are defined as the “Competitive Activities”). SECTION 3.2 Notwithstanding the foregoing, X. Xxxxxxxxxx may engage in Competitive Activities (including through SafeFixing and any other X. Xxxxxxxxxx Entity) in the following circumstances: (a) with respect to any Permitted Acquisition; provided that, (i) in the event of any subsequent proposed sale or transfer of legal or beneficial ownership (in whole or in part) of the Permitted Acquisition by X. Xxxxxxxxxx directly or indirectly through a X. Xxxxxxxxxx Entity (other than to another Hajioannou Entity or Xxxxxxxx Xxxxxxxxxxx), X. Xxxxxxxxxx shall xxxxx to the Company a right of first offer on such proposed sale or transfer of ownership (the “Permitted Acquisition First Offer Right”), in accordance with the procedures set forth in Section 4.1 and (ii) any commercial management of Drybulk Vessels that are controlled by X. Xxxxxxxxxx (including through SafeFixing or any other X. Xxxxxxxxxx Entity) in connection with the Permitted Acquisition is performed by the Manager; (b) with respect to any Drybulk Vessels or Drybulk Vessel Business included in a Non-Drybulk Acquisition; provided that (i) less than 50% of the fair market value of the Non-Drybulk Acquisition is attributable to the Drybulk Vessels and any related portion of such business that is solely dedicated to the ownership and operation of such Drybulk Vessels, (ii) X. Xxxxxxxxxx promptly offers to sell the Drybulk Vessels and such related portion of the business to the Company for their fair market value plus any Break Up Costs and the majority of the Independent Directors refuse such offer and (iii) any commercial management of Drybulk Vessels that are controlled by X. Xxxxxxxxxx in connection with such Non-Drybulk Acquisition is performed by the Manager. For purposes of this Section 3.2(b), fair market values shall be determined in good faith by the Board of Directors; (c) solely through SafeFixing, where such engagement consists of chartering in Drybulk Vessels from third-party owners for subsequent chartering out to customers (such chartered-in Drybulk Vessels, the “SafeFixing Vessels”); provided that (i) with respect to the two (2) year period referred to above, any person who was an employee or agent SafeFixing Vessels that are chartered in by SafeFixing as of the Company or its Affiliates at any time within six months prior to Effective Date (the termination of employment hereunder; provided“Specified Vessels”), however, that this provision shall terminate in the event any Specified Vessel is not subject to an existing charter-out arrangement or the employment of the Employee existing charter-out arrangement with respect to such Specified Vessel is terminated or otherwise expires, the Company shall have the option (exercisable within 10 Business Days of written notice by SafeFixing of such termination or expiry) to charter in such Specified Vessel from SafeFixing on the same terms and conditions as apply to SafeFixing under the charter-in arrangement with respect to such Specified Vessel, (ii) with respect to SafeFixing Vessels other than Specified Vessels, the Company shall have the option (exercisable within 10 Business Days following written notice by SafeFixing of entry into the charter-in arrangement between SafeFixing and the third party owner) to charter in such SafeFixing Vessel from SafeFixing on the same terms and conditions as apply to SafeFixing under such charter-in arrangement and (iii) any commercial management of SafeFixing Vessels is performed by the Company in violation of Section 10 hereofManager. For the purpose purposes of this Section 83.2(c), the phrases "in competition with" and "in conflict with" shall not a Specified Vessel will no longer be deemed a Specified Vessel following the expiration or other termination of the charter-in agreement between SafeFixing and the third party owner of such vessel, as in effect as of the Effective Date; and (d) passive ownership of up to apply 9.99% of the outstanding voting securities of any publicly traded company that is a Drybulk Vessel Business in whole or in part. SECTION 3.3 For the avoidance of doubt, nothing in this Agreement shall be construed to any Person whose activities do not involve similar lines restrict the ability of business now X. Xxxxxxxxxx or hereafter undertaken by the Company SafeFixing or any Affiliate. In the event that the provisions of this Section should ever be adjudicated other X. Xxxxxxxxxx Entity to exceed the timeacquire, geographicinvest in, service operate, manage or product limitations permitted by applicable law in charter any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service vessel other than Drybulk Vessels or product limitations permitted by applicable lawany shipping-related business other than a Drybulk Vessel Business.

Non-Competition. The Employee acknowledges Provided that he will acquire specialized knowledge and experience in this Agreement has not been breached by the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementCorporation, the Employee agrees that during the Employee's employment by the Company and for a period of he shall not at any time prior to one (1) year thereafterafter the expiration or termination of his employment with the Corporation, subject to the performance by the Company of its obligations under Section 10 hereof upon own, manage, operate, be a Termination of Employment (whether prior todirector or an employee of, or as the result ofa consultant to any person, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercialcorporation, partnership, trust, limited liability company or professional nature to any Personother firm or enterprise ("PERSON") which is engaged in marketing, whether for compensation selling or otherwise, within distributing products or in developing product candidates in the United States which are directly competitive with products or elsewhere product candidates in competition development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation's most recent filing on Form 10-K with the Company or its Affiliates or which is in conflict with Securities and Exchange Commission as of the Companydate of the termination of the Employee's or its Affiliates' interests, or solicit for employment or in any other fashion hire employment. If any of the employees provisions of this section, or agents any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the Company provisions of this section, or its Affiliates orany part thereof, with respect is held to the two (2) year period referred to above, any person who was an employee or agent be unenforceable because of the Company duration of such provision, the area covered thereby or its Affiliates at any time within six months prior the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the termination duration, geographic area and/or other terms of employment hereunder; providedsuch provision and, howeveras so modified, that this said provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not then be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliateenforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of this Section should ever be adjudicated to exceed the timescope thereof or otherwise, geographic, service it is the intention of the parties hereto that such determination not bar or product limitations permitted by applicable law in any jurisdiction, then way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions shall be deemed reformed in such other jurisdictions, the above provisions as they relate to each jurisdiction to the maximum timebeing, geographicfor this purpose, service or product limitations permitted by applicable lawseverable into diverse and independent covenants.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee (a) Seller agrees that during the Employee's employment by the Company and for a period of one beginning at the Closing and ending on the five (15) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration anniversary of the Employment Term)Closing, the Employee it shall not (i) engage, unless acting pursuant hereto or with the prior written consent of the Board, either directly or indirectly, render any services of as a businessprincipal or for its own or another’s account, commercialsolely or jointly with others, or professional nature through any form of ownership in another entity or otherwise (other than by holding or having ownership of up to 4.99% of the equity, interest or voting power in any Personpublicly traded company), whether in any business that operates in the field of the Acquired Business, except for compensation the activity related to the activities specified in sub sections (i) and (ii) under the definition of the Excluded Assets, and except for the petroleum business which competes with Buyer; (ii) employ or otherwisesolicit or offer or induce or receive or accept the performance of services by any Assumed Employee; and In addition to the foregoing, within Seller will act in good faith and use best efforts, whenever required, to prevent an Adverse impact on the United States or elsewhere business relationship between Buyer and any customer, suppliers, distributors, licensors, licensees, and others having business dealings with Seller in competition connection with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months Acquired Business prior to the termination Closing Date. In any event where Seller shall be approached by any customer, suppliers, distributors, licensors, licensees, and others in connection to the Acquired Business, Seller shall advise Buyer of employment hereunder; providedsuch approach in writing and shall refer such Person or Entity to Buyer. (b) Seller shall use its best efforts to cause all of its directors, howeverofficers and employees to execute a similar undertaking set forth in subsection (a) above, towards Buyer. (c) Buyer agrees that this provision shall terminate in for a period beginning at the event Closing and ending on the employment five (5) year anniversary of the Employee is terminated Closing, it shall not: (i) engage, either directly or indirectly, as a principal or for its own or another’s account, solely or jointly with others, or through any form of ownership in another entity or otherwise (other than by holding or having ownership of up to 4.99% of the Company in violation of Section 10 hereof. For the purpose of this Section 8equity, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now interest or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law voting power in any jurisdictionpublicly traded company), then such provisions shall be deemed reformed in such jurisdiction any activity related to the maximum timeactivities specified in sub sections (i) and (ii) under the definition of the Excluded Assets; (ii) employ or solicit or offer or induce the performance of services by any employees of the Seller which are not Assumed Employees. (d) Buyer shall use its best efforts to cause all the Assumed Employees to execute a similar undertaking as set forth in subsection (c) above, geographic, service or product limitations permitted by applicable lawtowards Seller.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledgea. At all times during Employee’s employment hereunder, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period equal to the longer of (i) one (1) year thereafter, subject to the performance by after termination of employment with the Company of its obligations under Section 10 hereof upon a Termination of Employment or (whether prior toii) three (3) years from the Effective Date, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render engage in any services of a business, commercial, or professional nature to any Person(except where approved by the Company in writing in advance), whether for compensation as owner, operator, shareholder (except as a holder of not more than five percent (5%) of the outstanding stock of any company traded on a national securities exchange or otherwiseactively traded in a national over-the-counter market), within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interestsdirector, or solicit for employment partner, creditor, consultant, agent, employee or in any other fashion hire capacity whatsoever that manufactures products or provides services that compete, in any of the employees material respect, directly with products or agents services of the Company (its affiliates, parents, subsidiaries or predecessors in interest) or markets such products anywhere in the world where the Company (its affiliates, parents, subsidiaries or predecessors in interest) (i) is engaged in business or (ii) has evidenced an intention of engaging in business and for which the Company, its affiliates, parents, or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee subsidiaries prepared a business plan or agent study or committed resources of the Company to investigate on or its Affiliates at any time within six months prior to before the date of termination of employment hereunder; provided, however, Employee’s employment. Employee acknowledges that this provision shall terminate in he has read the event foregoing and agrees that the employment nature of the Employee is terminated by geographical restrictions are reasonable given the Company in violation international nature of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any AffiliateCompany’s business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable. b. Notwithstanding the provisions of this Section should ever be adjudicated to exceed the timepreceding Paragraph 10a., geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall Employee may accept employment with a company that would be deemed reformed to be a competitor of the Company (its affiliates, parents, subsidiaries or predecessors in such jurisdiction to interest) as described in the maximum timeprevious sentence (“Competitor”), geographicso long as (i) the Competitor has had annual revenues of at least $1 billion in each of the prior two fiscal years, service (ii) the Competitor’s revenues for products and maintenance in direct competition with the Company does not exceed 50% of its total revenues and (iii) Employee’s responsibilities are solely for divisions or product limitations permitted by applicable lawsubsidiaries of the Competitor that do not compete with the Company (its affiliates, subsidiaries or predecessors in interest).

Non-Competition. The Employee acknowledges (a) Notwithstanding any written agreement to the contrary, during the Restricted Term (as defined below), Equityholder agrees that he will acquire specialized knowledge and experience Equityholder shall not act directly or indirectly in any capacity (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner, financier, joint venturer or otherwise) for a Restricted Business in the business Restricted Territory other than Buyer or an Affiliate of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior toBuyer, or as the result ofpermit his/her name to be used in connection with a Restricted Business. (b) Notwithstanding Section 2(a) above, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the BoardEquityholder may own, directly or indirectlyindirectly (through a mutual fund or partnership that Equityholder does not have the power or ability to make investment decisions on behalf of) up to five percent (5%) of any class of securities of any company, render any services enterprise or entity conducting Restricted Business in the Restricted Territory (but without otherwise participating in the activities of a businesssuch company, commercialenterprise or entity). (c) The term of this non-competition provision shall commence on the Effective Date and shall extend through the fifth (5th) anniversary of the Effective Date (such period, or professional nature the “Restricted Term”). (d) It is the intention of the Parties that the covenants contained in this Section 2 be enforced to the greatest extent (but to no greater extent), as to time, geography, and scope, as is permitted by the law of that jurisdiction whose law is found to be applicable to any Person, whether for compensation or otherwise, within the United States or elsewhere acts in competition with the Company or its Affiliates or breach of these covenants. These covenants shall be governed by and construed according to that law (from among those jurisdictions arguably applicable to this Agreement and those in which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose a breach of this Section 8, the phrases "in competition with" and "in conflict with" Agreement is alleged to have occurred or to be threatened) which best gives them effect. If any court of competent jurisdiction shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event determine that the provisions of this Section should ever be adjudicated to 2 exceed the time, geographic, service geographic or product scope limitations permitted by applicable law in any jurisdictionlaws, then such provisions shall nevertheless be deemed reformed in enforceable by such jurisdiction court against the Equityholder upon such shorter term, or within such lesser geographic area or scope, as may be determined by such court to the maximum time, geographic, service or product limitations permitted by applicable lawbe reasonable and enforceable.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in Within the business of the Company and its Affiliates and that if his knowledgeregulated zone, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, either directly or indirectly, render any perform for hire services of a business, commercialin the same fields in which the Engineering Division has been engaged or own, or professional nature to any Personparticipate in, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interestsbe employed by, or solicit serve as a consultant or other agent or contractor to or for employment any business or enterprise, other than Purchaser, engaged in any other fashion hire any such fields of services in which the Engineering Division has been engaged, without the express written consent of Purchaser. The "regulated zone" means all area within one hundred miles of the employees or agents city limits of an Engineering Division office as listed in 1.01(a) during the Company or its Affiliates or, year prior to Closing. The "fields in which the Engineering Division has been engaged" means the service types and functions with respect to thereto performed by the Engineering Division within the two (2) year period referred prior to aboveClosing, any person who was an employee including (but are not necessarily limited to) the functions set forth in 1.01(a). Notwithstanding the foregoing, Sellers shall not be precluded from performing the following services in the regulated zone: (i) turn-key remediation design and construction contracts; or agent (ii) after giving at least five (5) days prior written notice to Purchaser, sole source contracts for clients which were, prior to Closing, clients of the Company or its Affiliates at any time within six months prior Sellers' operations other than the Engineering Division and were not actively solicited by Sellers for such contract in violation of (4) (i.e. the client was the initiator of the request for Sellers to the termination of employment hereunder; providedperform such services on a sole source basis). Furthermore, however, that this provision shall terminate in the event the employment of an acquisition by any of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8Sellers of, the phrases acquisition of any of the Sellers by, or a merger of any of the Sellers with another entity providing services in the fields in which the Engineering Division has been actively engaged (individually or collectively "M&A Transaction"), nothing herein shall prevent the Sellers or such entity from continuing to provide such services in competition with" and "in conflict with" shall not be deemed the regulated zone, provided that to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event extent that the provisions acquired or acquiring entity does not maintain an office within the regulated zone as of this Section should ever be adjudicated to exceed the timeclosing of such M&A Transaction, geographic, service or product limitations permitted by applicable law in neither the Sellers nor any jurisdiction, then such provisions entity shall be deemed reformed in such jurisdiction to establish an office within the maximum time, geographic, service or product limitations permitted by applicable lawregulated zone within the two (2) year period following Closing.

Non-Competition. The Employee acknowledges that he has and, while employed, will acquire specialized knowledge unique and valuable experience in with respect to the businesses, operations, plans and strategies of the Company and its subsidiaries. Employee hereby covenants and agrees that during the term of this Agreement and for a period of one year thereafter, he will not directly or indirectly compete with the business of the Company or its subsidiaries. For purposes of this Agreement, the term “compete with the business of the Company and its Affiliates subsidiaries” shall include Employee’s participation in any operations whose primary business competes with any business now conducted by the Company or its subsidiaries, including the sale of menswear or shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Employee and that if with respect to which Employee devoted time as part of his knowledge, experience, reputation or contacts are used by or employment hereunder on behalf of the Employee to compete with the Company or one or more of its Affiliates or to solicit employees or agents away from the Company or its Affiliatessubsidiaries, serious harm including but not limited to the Company and its Affiliates may result. In consideration business of the benefits specified in this Agreementdry cleaning, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, such participation is individually or as the result ofan officer, expiration director, joint venturer, agent or holder of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services an interest (except as a holder of a businessless than 1% interest in a publicly traded entity or mutual fund) of any individual, commercialcorporation, association, partnership, joint venture or professional nature other business entity so engaged. This non-competition covenant shall be applicable with respect to any Person, whether for compensation or otherwise, within the United States or elsewhere and Canada and any other country in competition which Employee would be competing with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents business of the Company or its Affiliates orsubsidiaries as set forth in this Section 10. Notwithstanding the foregoing, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, acknowledges and agrees that this provision Employee’s activities described in Schedule 10 hereto shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose not constitute a breach of this Section 810. Employee and the Company agree that a monetary remedy for a breach of this Section 10 or of Section 11 below will be inadequate and will be impracticable and extremely difficult to prove, and further agree that such a breach would cause the phrases "Company irreparable harm, and that the Company shall be entitled to specific performance and/or temporary and permanent injunctive relief without the necessity of proving actual damages. Employee agrees that the Company shall be entitled to such specific performance and/or injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in competition with" connection therewith. Any such requirement of bond or undertaking is hereby waived by Employee and "Employee acknowledges that in conflict with" shall not the absence of such a waiver, a bond or undertaking may be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken required by the Company or any Affiliatecourt. In the event of litigation to enforce this covenant, the courts are hereby specifically authorized to reform this covenant as and to the extent, but only to such extent, necessary in order to give full force and effect hereto to the maximum degree permitted by law. Employee also agrees that the provisions if Employee is in breach of this Section should ever be adjudicated to exceed 10, the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawCompany may cease all payments required under this Agreement.

Non-Competition. The Employee acknowledges (i) At all times that he will acquire specialized knowledge the Exclusivity Right is in effect and experience E Group is not then in default of any of its material obligations under this Agreement in any manner that would permit termination of this Agreement by Wit pursuant to Section 18(c), Wit shall not, and shall not permit any of its subsidiaries to: (A) enter into or engage, directly or indirectly, in the business of operating a retail securities brokerage business in the Company and United States, other than with respect to the Accounts; or (B) solicit retail customers, other than the Accounts, in competition with E Group or any of its Affiliates in the business of operating a retail securities brokerage business in the United States. (ii) At all times that the Exclusivity Right is in effect and Wit Group is not then in default of any of its material obligations under this Agreement in any manner that if his knowledgewould permit termination of this Agreement by E*TRADE pursuant to Section 18(c), experienceE*TRADE shall not, reputation and shall not permit any of its subsidiaries to, enter into or contacts engage, directly or indirectly, in the investment banking business in the United States with respect to those investment banking activities of E Group that are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment restricted by the Company Exclusivity Right. (iii) During the term of this Agreement and for a period of one (1) year twelve months thereafter, subject Wit Group will not solicit any employee of E Group for the purpose of offering employment to such Person and E Group will not solicit any employee of Wit Group for the performance by the Company purposes of its obligations under Section 10 hereof upon offering employment to such person. The foregoing shall not prohibit Wit Group or E Group from offering employment to or hiring any employee responding to a Termination of Employment newspaper or other general solicitation. (whether prior to, or as the result of, expiration of the Employment Term)iv) Without limitation, the Employee parties agree and intend that the covenants contained in this Section 3(d) shall notbe deemed to be a series of separate covenants and agreements, unless acting pursuant hereto or with the prior written consent one for each and every political subdivision of the Boardeach jurisdiction. If, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire judicial proceeding, a court shall refuse to enforce in such action any of the employees or agents separate covenants deemed included herein, then at the option of the Company or its Affiliates or, with respect party hereto entitled to the two (2) year period referred to abovebenefit of such covenants, any person who was an employee wholly-unenforceable covenants or agent of components thereof shall be deemed eliminated from the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For provisions hereof for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such a proceeding. The parties intend to have covenants enforceable to the fullest extent of the law as to scope, time and geography. (v) The parties agree that due to the nature of the services and capabilities of the parties, there can be no adequate remedy at law for any breach of the obligations of the other party under this Section 83(d) hereunder, that any such breach by one party may allow the other party hereto and/or third parties to unfairly compete with the breaching party and its affiliates resulting in irreparable harm to the other party and therefore, that upon any such breach or any threat thereof, the phrases "other party and its affiliates shall be entitled to appropriate equitable relief in competition with" addition to whatever remedies it might have at law and "attorneys' fees and costs of suit, in conflict with" connection with any breach, or any enforcement, of the breaching parties obligations pursuant to this Section 3(d). (vi) Each party acknowledges, and represents and warrants to the other, that its covenants in this Section 3(d) are reasonably necessary for the protection of the other party's interests under this Agreement and are not unduly restrictive upon it or any of its Affiliates. (vii) Each Party shall not be deemed to apply to notify the other of any Person whose activities do not involve similar lines of business now breach or hereafter undertaken alleged breach by the Company or other of any Affiliate. In the event that the provisions provision of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law3(d).

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away (a) Effective from the Company or its Affiliatesdate hereof, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year five years thereafter, subject to TJX and its subsidiaries, including without limitation Seller, shall not directly or indirectly participate in the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior toownership, management, operation or control of, or be connected as the result ofa partner, expiration of the Employment Term)consultant, the Employee shall not, unless acting pursuant hereto agent or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercialotherwise with, or professional nature to have any Personfinancial interest in (through stock or other equity ownership, whether for compensation investing of capital, lending of money or otherwise, within although excluding passive ownership of less than ten percent of the United States outstanding equity in a company), alone or elsewhere in competition association with others, any business (any such business, a "Competitive Business") that sells merchandise anywhere in the Company or its Affiliates or which is in conflict with the Companyworld through printed women's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect men's apparel catalogs that are substantially similar to the two catalogs currently distributed by Xxxxxxxx'x (2) year period referred to abovedetermined based on merchandise categories, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereundermerchandise quality and value-orientation); provided, however, that this provision the foregoing shall terminate not preclude TJX or any of its subsidiaries from engaging or participating in (i) the sale of merchandise through the Internet or other visual electronic media; (ii) print advertising of apparel or other merchandise sold through stores or visual electronic media, notwithstanding that items featured in such advertising may be ordered by mail, telephone, telecopy or electronically; or (iii) printed catalogs in which less than ten percent of the merchandise items are men's or women's apparel. Notwithstanding the foregoing, TJX or any of its subsidiaries may acquire stock or assets of a business that conducts a Competitive Business; provided, however, such Competitive Business accounts for less than twenty- five percent (25%) of the annual revenues of such acquired business; and provided further, that TJX or such subsidiary shall use all commercially reasonable efforts to, or shall use all commercially reasonable efforts to cause such acquired business to, within one year of the acquisition of such acquired business, and in any event shall within two years of such acquisition, divest itself of any such Competitive Business which accounts for five percent (5%) or more of the annual revenues of such acquired business. (b) For a period of two years after the Closing, neither TJX nor any of its subsidiaries will, directly or indirectly, solicit the employment of any employee of Buyer, while such employee is an employee of Buyer or within two months thereafter, who immediately prior to the Employee is Closing was employed by Seller as a Management Employee; provided, however, that TJX or any of its subsidiaries may solicit the employment of any such employee whose employment has been terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawBuyer.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge (a) Subject to the Closing, and experience in without limiting Seller’s ability to prosecute antitrust claims against third parties, beginning on the business Closing Date and ending on the third (3rd) anniversary of the Company and its Affiliates and that if his knowledgeClosing Date, experienceSeller shall not directly or indirectly, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with without the prior written consent of Purchaser, engage in a Competitive Business Activity (as defined below) anywhere in the BoardRestricted Territory (as defined below). For all purposes of and under this Agreement, directly the term “Competitive Business Activity” shall mean engaging in, managing or indirectly, render any services of a business, commercialdirecting persons engaged in, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or having an ownership interest in any other fashion hire entity which derives revenue from (except for ownership of three percent (3%) or less of any entity whose securities have been registered under the Securities Act or Section 12 of the employees Exchange Act), activities constituting the Prohibited Field of Use. For all purposes of and under this Agreement, the term “Restricted Territory” shall mean each and every country, province, state, city or agents other political subdivision of the Company world, including those in which Seller is currently engaged in business or its Affiliates orotherwise distributes, with respect licenses or sells any Products, and the term “Prohibited Field of Use” shall mean using, developing (including but not limited to the two (2) year period referred to abovedesign and modification), manufacturing, licensing, sale or other distribution of any person who was an employee product or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate Technology in the event wired communications field that is: a DSL solution and/or broadband network processors and routers whose primary purpose is network processing and/or routing. Notwithstanding the employment foregoing, (i) Prohibited Field of the Employee is terminated by the Company in violation Use shall not include using, developing (including but not limited to design and modification), manufacturing, licensing, sale or other distribution of Section 10 hereof. For the general purpose of this Section 8processors, the phrases "in competition with" general purpose DSPs, analog components and "in conflict with" mixed signal components and (ii) Seller shall not be deemed prohibited from selling and supporting the products listed on Schedule 9.1 attached hereto to apply to any Person whose activities do current customers which shall, other than AD6472, be on a “last-time-buy basis.” Seller will not involve similar lines explicitly market its general purpose DSPs, Licensed AFEs and/or general purpose processors in the wired communications field that are: DSL solutions and/or broadband network processors and/or routers which have the primary purpose of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawproviding network processing and/or routing.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in Executive shall not, prior to 12 months following the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration end of the Employment TermPeriod (the “Non-Compete Period”), without the Employee shall not, unless acting pursuant hereto or with the prior written consent approval of the Board, directly or indirectly, render (i) alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder (other than as provided below) of any services of a company or business, commercial, or professional nature to engage in any Person, whether for compensation or otherwise, “Competitive Business” within the United States or elsewhere any other country, or (ii) engage or participate in competition with the any effort or act to induce any customers, suppliers, associates or independent contractors of Company or any of its Affiliates affiliates or subsidiaries to take any action which is in conflict with the Company's disadvantageous to Company or its Affiliates' interests, or solicit for employment or in any other fashion hire any of its affiliates or subsidiaries or to the employees or agents business in which any of them are then engaged. For purposes of the foregoing, the term “Competitive Business” shall mean the design, sale, promotion or distribution of services of the type or categories which Company or any of its Affiliates oraffiliates or subsidiaries have designed, with respect to the two (2) year period referred to abovesold, any person who was an employee promoted or agent of the Company or its Affiliates distributed at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment end of the Employee is terminated Employment Period, including without limitation dedicated private line communications and related services and any technology or methods of providing telecommunications services that might be competitive with private lines communications and related services provided by Company or any of its affiliates or its subsidiaries (including without limitation Voice over Internet Protocol). Notwithstanding the Company in violation of Section 10 hereof. For the purpose of this Section 8foregoing, the phrases "in competition with" and "in conflict with" Executive shall not be deemed to apply to prohibited during the Non-Compete Period from acting as a passive investor where he owns Dot more than three percent (3%) of the issued and outstanding capital stock of any Person whose activities do publicly-held company, provided that Executive is not involve similar lines a director, officer, employee, agent or consultant of or 10 any such public company or otherwise has no active participation in the business now or hereafter undertaken by the Company or any Affiliateof such public company. In the event that any of the provisions of this Section 7 should ever be adjudicated to exceed the time, geographic, service service, or product other limitations permitted by applicable law in any jurisdiction, then such provisions it is the intention of the parties that the provision shall be deemed reformed in such jurisdiction amended to the extent of the maximum time, geographic, service service, or product other limitations permitted by applicable law. that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. The Non-Compete Period shall be tolled during any period of violation by Executive of this Section 7. Notwithstanding anything to the contrary contained herein, in the event a Deactivation Notice (as such term is defined in the Asset Purchase Agreement) is issued and Executive terminates his employment as provided in Section 4(e) hereof, the Non-Compete Period herein shall be reduced to nine (9) months following the end of the Employment Period.

Non-Competition. The Employee ESG SpinCo acknowledges and agrees, on its and its controlled Affiliates’ behalf, that he will acquire specialized knowledge and experience in the business of the Company KLX and its Affiliates (including following the consummation of the transactions contemplated by the ASG Merger Agreement, ASG Buyer and its Affiliates) would be irreparably damaged if ESG SpinCo or any of its controlled Affiliates were to provide services or to otherwise participate in the ownership, management, operation or control of a business that engages in the sale of aerospace fasteners and other consumables directly to suppliers to the commercial, business jet, military and defense airframe manufacturers, the airframe manufacturers, the airlines, aircraft leasing companies, MRO providers, domestic military depots, general aviation, and other distributors anywhere in the world (the Restricted Business) and that if his knowledge, experience, reputation any such competition or contacts are used activity by ESG SpinCo or on behalf any of the Employee to compete with the Company or its controlled Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company would result in a significant loss of goodwill by KLX and its Affiliates may result. In consideration in respect of the benefits specified in this AgreementRestricted Business. Effective as of, and contingent upon, the Employee Effective Time, ESG SpinCo agrees that during until the Employee's employment by the Company and for a period of one fifth (15th) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration anniversary of the Employment Term)Distribution Date, the Employee shall it will not, unless acting pursuant hereto or with the prior written consent of the Boardand will cause its controlled Affiliates not to, directly or indirectly, render any services through one or more Representatives or other third parties, own, manage, operate, control or participate in the ownership, management, operation or control of a business, commercial, or professional nature Restricted Business anywhere in the world (it is understood and agreed that for this purpose the Restricted Business shall be deemed to any Person, whether for compensation or otherwise, within be conducted everywhere in the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderworld); provided, however, that this provision it shall terminate in the event the employment of the Employee is terminated by the Company in not be a violation of Section 10 hereof. For the purpose of this Section 83.09 for ESG SpinCo or its Affiliates to (i) own (directly or indirectly), as a passive investment, any class of securities that are publicly traded or listed on any securities exchange or automated quotation system and that constitutes less than two percent (2%) of the phrases "outstanding voting power of the issuing Person; (ii) permit their Representatives to perform speaking engagements and receive honoraria in competition with" and "connection with such speaking engagements; or (iii) engage or participate in conflict with" shall not any activity consented to in advance in writing by ASG Buyer where ASG Buyer acknowledges in such writing that such activity would be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions a violation of this Section should ever be adjudicated 3.09 and expressly waives compliance with this Section 3.09. ESG SpinCo agrees, on its and its controlled Affiliates’ behalf, that this covenant is reasonably designed to exceed the timeprotect KLX’s substantial investment and is reasonable with respect to its duration, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawgeographical area and scope.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in During the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one Non-Competition Period (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Termdefined below), the Employee shall not, unless acting pursuant hereto will not and will not permit any of his Affiliates to anywhere in the Territory (as defined below) engage or with the prior written consent of the Boardparticipate in, directly or indirectly, render any services of a businessalone or as principal, commercialagent, employee, employer, consultant, investor or partner of, or professional nature to assist in the management of, or provide advisory or other services to, or own any Personstock or any other ownership interest in, whether for compensation or otherwisemake any financial investment in, within the United States any business or elsewhere in competition entity which is Competitive with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderas defined below); provided, however, that this provision shall terminate in the event the employment ownership of not more than two percent (2%) of the Employee is terminated outstanding securities of any class of securities listed on a national exchange or inter-dealer quotation system shall not constitute a violation of this Section 6.3. For purposes of this Agreement, a business or entity shall be considered "Competitive with the Company" as of any point in time during the Non-Competition Period if it competes with (A) the products then marketed or sold by the Company in violation and/or any of Section 10 hereof. For its Affiliates and as such products may be improved and/or modified, (B) the purpose of this Section 8services then marketed, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now sold or hereafter undertaken provided by the Company and/or any of its Affiliates and as such services may be improved and/or modified or any Affiliate. In (C) the event products and/or services that the provisions Company and/or any of its Affiliates is then actively developing, designing, marketing, producing or supplying in the future including, without limitation, the business of providing financial products or services, including those involving or related to exchange-traded derivatives, managed futures, prime brokerage services, fixed income securities, foreign exchange, equities, over-the-counter derivatives and asset management of structured products related to the Company's core business. For purposes of this Section should ever be adjudicated to exceed Agreement, the time"Non-Competition Period" shall mean the period commencing on the date of this Agreement and ending twelve (12) months after the date of termination of the Employee's employment with the Company. For purposes of this Agreement, geographic"Territory" shall mean the States of New York and Illinois and every other State or foreign country where the Company and/or any of its Affiliates maintains employees, service owns or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to leases property or otherwise conducts business during the maximum time, geographic, service or product limitations permitted by applicable lawNon-Competition Period.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for (a) For a period ending on the earlier of one termination of this Agreement or five (15) year thereafteryears from and after the Closing Date, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee Seller shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectlyindirectly engage in a business or enterprise (either as proprietor, render any services of a businesspartner, commercialemployee, agent, consultant, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2controlling stockholder) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment development or marketing of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose any program or intellectual property focused on Clostridium Difficile Associated Diarrhea (CDAD) (a “competing business”). (b) The provisions of this Section 8, the phrases "in competition with" and "in conflict with" 9.2 shall not be deemed prevent Seller from directly or indirectly investing its assets in securities of any corporation, or otherwise acquiring an equity interest in ​ any enterprise, equity securities of which are publicly owned and traded, provided that such investments or interests shall not result in (i) Seller directly or indirectly owning beneficially, in the aggregate, five percent (5%) or more of the equity securities of any enterprise engaged in a competing business or (ii) Seller being able to apply to any Person whose activities do not involve similar lines control or actively participate in the policy decisions of business now or hereafter undertaken by such competing business. (c) It is the Company or any Affiliate. In desire and intent of the event parties that the provisions of this Section should ever 9.2 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 9.2 shall be adjudicated to exceed the time, geographic, service be invalid or product limitations permitted by applicable law unenforceable in any jurisdiction, then such provisions this Section 9.2 shall be deemed reformed in amended to delete therefrom such jurisdiction provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the maximum timeoperation of this paragraph in the particular jurisdiction in which such adjudication is made. If there is a breach or threatened breach of the provisions of this Section 9.2, geographicBuyer shall be entitled to an injunction restraining the Seller from such breach without the obligation of posting a bond. Nothing herein shall be construed as prohibiting Buyer from pursuing any other remedies for such breach or threatened breach. (d) Seller declares that the foregoing territorial and time limitations are reasonable and properly required for the adequate protection of the business of Buyer. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, service Seller agrees to the reduction of either said territorial or product limitations permitted time limitation to such area or period which said court shall have deemed reasonable. (e) The existence of any claim or cause of action by applicable law.Seller against Buyer or any subsidiary other than under this Agreement shall not constitute a defense to the enforcement by Buyer or any subsidiary of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. ​ (f) The undertakings and covenants of Seller contained in this Section 9.2 are an integral part of the transactions set forth in this Agreement and the consideration paid by Buyer pursuant to this Agreement shall be consideration not only for the Assets but also for such undertakings and covenants. ​

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in A. In the business event of the Company and its Affiliates and that if his knowledge, experience, reputation Employee's voluntary withdrawal from GCI's employment or contacts are used by or on behalf GCI's discharge of the Employee for cause as defined in paragraph 7 of the Employment Agreement to which this Exhibit A is appended, until the expiration of a 24 month period commencing on the date of the termination of his employment, the Employee shall not engage or compete directly or indirectly, as a principal, on his own account, or as a shareholder in, or employee of, any corporation or legal entity selling, manufacturing or developing products in the field of Industrial Enzymes which are or may be competitive with those marketed or being developed by GCI on the Company date of the termination of his employment. (If the Employee is unaware of GCI's development of any projects at the time of the termination of his employment, GCI retains the discretion as to whether to inform the Employee of products it is then developing or its Affiliates considering to develop, but if GCI chooses not to inform the Employee of the development of any project currently being pursued or considered by GCI, all of which are unknown by the Employee, this will not bar the Employee from obtaining employment with a competitor.) The foregoing non-compete restrictions shall likewise apply to solicit employees employment or agents away from competition in any other field of business in which, on the Company date of employment termination, GCI is manufacturing or its Affiliatesselling products in commerce, serious harm or for use in commerce, in excess of 10.0 Million U.S. Dollars annually or has committed to commercialize with internal resource expenditures in excess of 5.0 Million U.S. Dollars or has signed a binding contract with a third party concerning such other field of business in which the value to be received by GCI is in excess of 5.0 Million U.S. Dollars. The Employee, further, shall not extend credit or lend money for the purpose of establishing or operating any such business, nor furnish any information (including the information subject to the Company restriction in paragraph l above) 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 case of 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 GCI in the fields defined herein and its Affiliates may resultshall not preclude Employee from being engaged or employed by such corporation in other non-competitive fields as provided for in paragraph 4. In consideration If the Employee is involuntarily terminated without cause, he will receive Termination Compensation for the period specified unless he becomes employed by a competitor as previously defined herein. At that time, all compensation from GCI ceases. For a period of twenty-four (24) months following the benefits specified in this AgreementEmployee's termination from GCI, the Employee agrees that during to disclose the Employee's employment by the Company and for a period name of one (1) year thereafter, subject any employer to the performance Chief Executive Officer two weeks in advance of his employment with any competitor, non-competitor, business or his embarking upon self-employment or consulting. B. It is recognized by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), GCI and the Employee shall notthat his efforts, unless acting pursuant hereto or with the prior written consent and those of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the his fellow employees or agents of the Company or its Affiliates or, with respect are critically important to the two (2) year period referred to above, any person who was an employee or agent overall profitability of the Company or its Affiliates at any time within six months prior GCI. The future profitability of GCI is also linked to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment continuing services of the Employee and the covenant of the Employee not to compete with GCI should he choose to leave the employ of GCI. C. It is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" understood and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event agreed that the provisions present and proposed business of this Section should GCI is becoming increasingly competitive and that there is an ever be adjudicated increasing risk that competing companies may seek to exceed hire the timeemployees of GCI who are critical to its continued success, geographicnot only because of the abilities of such employees, service or product limitations permitted but also because of the proprietary knowledge acquired by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawemployees while at GCI.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete (i) Except with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject respect to the performance by the Company of its Sellers’ obligations under Section 10 hereof upon a Termination of Employment (whether prior tothe Transition Agreement, or as during the result of, expiration period from the Closing Date until the end of the Employment TermMilestone Term (the “Restriction Period”), the Employee Sellers shall not, unless acting pursuant hereto or with the prior written consent of the Boardand shall ensure that its Affiliates do not, directly or indirectly, render including through any services of a businessacquisition, commerciallicense, partnership, joint venture or distribution arrangement, market, distribute, offer for sale, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or sell in any other fashion hire country in which any of the employees Products is commercially sold or agents for which application for marketing authorization has been made, any plasma-derived antibody-based product intended for the treatment of any of the Company viral infections for which any Product is intended, or used, to treat (a “Competing Product”) or knowingly aid or assist any Third Party in doing any of the foregoing, including by contacting any Persons who were suppliers, distributors, agents or customers of the Business for the purpose of soliciting orders in connection with a Competing Product. Notwithstanding anything herein to the contrary, nothing in this Section 6.12(a) shall prohibit or restrict the ability of any Seller or their Affiliates from beneficially owning less than five percent (5%) of any class of the outstanding securities of any publicly-traded Person. If a Seller or any of its controlled Affiliates or any Person that directly or indirectly owns a majority of the voting power of the capital stock of such Seller (such Person, a “Parent”) signs a definitive agreement with respect to a merger or acquisition by which it would acquire rights (other than residual financial rights) in a Competing Product at any time during the Restriction Period, then it (or its applicable controlled Affiliate or Parent) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the Competing Product and, during such nine (9)-month period, the sale, marketing or distribution of such Competing Product shall not be in violation of this Section 6.12(a). In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to a Third Party or (y) a license to one or more Third Parties of the right to sell, market and distribute such Competing Product so long as such Seller and its Subsidiaries and parent entities only retain residual financial rights with respect to such Competing Product and do not exercise or have the ability to exercise any role or influence in any manner over the conduct of the business of such Competing Product. For the avoidance of doubt, if a Seller enters into a transaction with any Person whereby such Seller undergoes a Change in Control, then the foregoing limitations and requirements of this Section 6.12(a) shall not apply to such acquiring Person or any of its Affiliates orother than the applicable Seller and its controlled Affiliates prior to such transaction, nor shall such Seller and its controlled Affiliates be prohibited from entering into intercompany transfers or services with such Person or its other Affiliates as do not relate to a Competing Product. It is further understood and agreed that the remedies at law are inadequate in the case of any breach of this covenant and that the Buyer shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach of such covenant. (ii) During the two (2) year period referred to aboveRestriction Period, Buyer shall not, and shall ensure that its Affiliates do not, directly or indirectly, including through any acquisition, license, partnership, joint venture or distribution arrangement, market, distribute, offer for sale, or sell in any country in which any of the Products marketed under the name WinRho SDF® is commercially sold or for which application for marketing authorization has been made as of the date hereof, any person who was an employee or agent of the Company products marketed under the name KamRho D I. M® or its Affiliates at Kam-Rho D I.V® (each, a “Buyer Competing Product”), or knowingly aid or assist any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate Third Party in the event the employment doing any of the Employee is terminated foregoing, including by contacting any Persons who were suppliers, distributors, agents or customers of the Company in violation of Section 10 hereof. For Business for the purpose of soliciting orders in connection with a Buyer Competing Product. It is further understood and agreed that the remedies at law are inadequate in the case of any breach of this Section 8covenant and that the Sellers shall be entitled to equitable relief, including the phrases "in competition with" and "in conflict with" shall not be deemed to apply remedy of specific performance, with respect to any Person whose activities do not involve similar lines breach of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawcovenant.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for For a period of one five years after the Closing Date (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term"Non-Competition Period"), except as otherwise permitted by ITI in writing and except for the Employee shall not, unless acting pursuant hereto sale by Centerpulse or with the prior written consent of the Boarda Person controlled, directly or indirectly, render by Centerpulse of items manufactured by ITI for time periods prior to the time, if ever, until ITI instructs Centerpulse in writing to cease such sales efforts, neither Centerpulse nor any services Person controlled, directly or indirectly, by Centerpulse will (A) manufacture, sell or distribute any product that competes directly or indirectly with any products that are manufactured, sold or distributed as part of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within ITI's business on the United States or elsewhere in competition with the Company or its Affiliates Closing Date or which is in conflict with are being designed and/or are under development on the Company's Closing Date or its Affiliates' interests, or solicit for employment or in any other fashion hire any which ITI worked on the design and/or development of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderClosing Date (such products, the "Competitive Products") or (B) manufacture, use, distribute or sell, or have manufactured, sold or distributed, any drug coated device which is deployed through a body orifice or percutaneously by accessing a luminal space (such as a blood vessel) in a body with a puncture or small incision through which a catheter, wire, or other such device can be inserted; provided, however, that this provision the foregoing (x) shall terminate not apply to the businesses of Vascutek Ltd., Sulzer Vascutek USA Inc., Sulzer Cardiovascular GmbH, Sulzer Carbomedics, Inc. and its Subsidiaries, Sulzer Carbomedics International Holding Co. and its Subsidiary and Sulzer Cardiovascular BV, as such businesses are currently conducted as of the date hereof or prohibit any of such entities from manufacturing, selling or distributing any product currently under development by such entity as shown by the written records of such entity or prohibit Centerpulse and Persons controlled directly or indirectly by Centerpulse from selling, in the aggregate per year, up to $200,000 in products manufactured by Vascutek Ltd. or Sulzer Carbomedics, Inc. and (y) shall not prohibit Seller or any Affiliate of Seller from (i) acquiring, directly or indirectly, securities of any Person traded in a public market that sells any Competitive Products; provided that Seller and its Affiliates do not, in the aggregate, own more than 5% of any class of securities of such Person; or (ii) acquiring a company or a business that has multiple lines of business, some of which do not involve the manufacture, sale, distribution, development or design of a Competitive Product (a "Diversified Company") and that both (x) has less than 15% of its gross revenues (based on the most recently completed twelve months preceding the date of acquisition) attributable to the manufacture, sale or distribution of Competitive Products ("Competing Revenues") and (y) has less than $20,000,000 of Competing Revenues for the most recently completed twelve months preceding the date of acquisition (an "Eligible Diversified Company"); provided, however that Seller or an Affiliate may acquire a Diversified Company that is not an Eligible Diversified Company so long as Seller or its Affiliate, as applicable, divests itself within 12 months of its acquisition of such Diversified Company or the assets of such Diversified Company that sells Competitive Products and provided further, however, that in the event that Seller or any Affiliate of Seller acquires an Eligible Diversified Company but, after such acquisition and prior to the employment termination of the Employee is terminated Non-Competition Period, the gross revenues generated by such Eligible Diversified Company (or any successor thereto) from the manufacture, sale or distribution of Competitive Products exceeds 15% of its gross revenues or more than $20,000,000 during any consecutive twelve month period, then Seller or its Affiliate shall divest itself, within 12 months of the Eligible Diversified Company in (or successor thereto) exceeding such threshold, of such Eligible Diversified Company or the assets of such Eligible Diversified Company that sells Competitive Products. Seller acknowledges and agrees that any violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" 5.07 will cause substantial and "in conflict with" shall irreparable harm to ITI and Purchaser that may not be deemed to apply to quantifiable and for which no adequate remedy would exist at law and accordingly injunctive relief shall be available for any Person whose activities do not involve similar lines violation of business now or hereafter undertaken by the Company or any Affiliatethis Section 5.07. In the event that ITI instructs Centerpulse or a Person controlled, directly or indirectly, by Centerpulse to cease selling items manufactured by ITI pursuant to the provisions first sentence of this Section should ever be adjudicated 5.07, Centerpulse or such Person may nonetheless continue to exceed sell such products unless ITI agrees to repurchase from Centerpulse or such Person such products at the time, geographic, service same price at which they were sold by ITI to Centerpulse or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawPerson.

Non-Competition. The Employee acknowledges (a) During the period commencing on the Effective Date and ending on the date that he will acquire specialized knowledge and experience in is 10 years following the business of Effective Date (the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term"Non-Compete Period"), the Employee neither Licensor nor Holdings shall, and Holdings shall not, unless acting pursuant hereto or with the prior written consent of the Boardcause its Subsidiaries (for so long as they remain its Subsidiaries) not to, directly or indirectly, render any services engage, in the Territory, in the Authorized Brokerage Services, other than (i) sales of a business, commercialArtistically Significant Residences in auction format and (ii) in the performance of its obligations under this Agreement. If the foregoing, or professional nature any portion thereof, shall for any reason be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions thereof shall not be affected or impaired thereby and such remaining portions shall remain in full force and effect. Moreover, if any provision shall be held to be excessively broad as to duration, activity or subject, such provision shall be construed by limiting and reducing it so as to be enforceable to the maximum extent allowable by applicable Law. (b) During the period commencing on the Effective Date and ending on the date that is three years following the Effective Date, neither Licensor nor Holdings shall, and Holdings shall cause its Subsidiaries (for so long as they remain Subsidiaries) not to, directly or indirectly: (i) cause or attempt to cause any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or employee of Licensee and any of its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person each case who was an employee or agent of SIR as of the Company Effective Date to terminate his or her employment with the Licensee and any of its Affiliates or otherwise engage or participate in any effort to induce any such employee to terminate his or her employment with the Licensee and any of its Affiliates; or (ii) hire, or solicit or attempt to hire (other than by general advertising), any employee of the Licensee and any of its Affiliates, in each case who was an employee of SIR as of the Effective Date, provided that nothing in this Section 11.2(b) shall prohibit Licensor or any Licensor Affiliate from hiring any such employee whose employment by Licensee or any of its Affiliates has been terminated for at any time within least six months prior to the termination of employment hereunder; providedand who initiates, howeverdirectly or indirectly, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now discussions with such Licensor or hereafter undertaken by the Company or any Affiliate. Licensor Affiliate regarding possible employment. (c) In the event that Holdings becomes Controlled by any Person who is not a Person or group (within the provisions meaning of this Section should ever be adjudicated to exceed 13(d)(3) or 14(d)(2) of the timeExchange Act) who Controls Holdings as of the Effective Date or a Taubman Family Member or such a group of Taubman Family Members (an "Acquiror") (such event, geographic, service or product limitations permitted by applicable law in any jurisdictiona "Holdings Change of Control"), then such provisions Acquiror and such Acquiror's Affiliates (other than Holdings and its Subsidiaries) (the "Acquiror Group") shall be deemed reformed in such jurisdiction to neither provide nor offer any Authorized Brokerage Services under the maximum time, geographic, service Licensed Marks or product limitations permitted by applicable lawthe Sotheby's Xxxx. It is understood that the Acquiror Group is not prohibited from offering and providing Authorized Brokerage Services other than under any Licensed Xxxx or the Sotheby's Xxxx.

Non-Competition. The nature of Employee’s employment with Employer has given Employee acknowledges that he will acquire specialized knowledge access to trade secrets and experience in the business of the Company confidential information, including information about Employer’s technology and its Affiliates and that if his knowledgecustomers. Therefore, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to aboveyears following the closing of the Merger, Employee will not engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any person who was an employee business or agent activity whose efforts are in competition with (i) the products or services manufactured or marketed by Employer and/or any of its subsidiaries at the time of the Company closing of the Merger, or (ii) the products or services which have been under research or development by Employer and/or any of its Affiliates at subsidiaries during Employee’s employment, and which Employer and/or any time of its subsidiaries has demonstrably considered for further development or commercialization. The geographic scope of this restriction shall extend to anywhere Employer and/or any of its subsidiaries is doing business, has done business or intends to do business. Employee acknowledges that the restrictions are reasonable and necessary for protection of the business and goodwill of Employer. If, within six months prior two years following the date of closing of the Merger, Employee violates this Non-Competition provision, Employee shall thereupon immediately forfeit all cash payments received for accelerated equity in the Merger and all payments made or to be made under Section 5.1 of the termination Change of employment hereunder; provided, however, Control Agreement and return to Employer all such payments theretofore made. The parties acknowledge and agree that this the Change of Control Agreement is being modified only by adding the above provision shall terminate in the event the employment and upon effectiveness of the Employee is terminated by closing of the Company Merger\ and that nothing else in violation the Change of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions Control Agreement shall be deemed reformed in such jurisdiction to affected by this Addendum. The parties further acknowledge and agree that this Addendum shall be null if the maximum time, geographic, service or product limitations permitted by applicable lawclosing of the Merger does not occur.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge (a) For a period of two (2) years following Closing, each Seller shall not, and experience Approach Parent shall cause its Affiliates controlled by Approach Parent and Wildcat Parent shall cause its Affiliates controlled by Wildcat Parent not to, directly or indirectly through any Person or Contract: (i) engage in the construction, acquisition or operation of any pipeline business involving the transportation of crude oil anywhere within the Territory (the “Restricted Business”), or perform management, executive or supervisory functions with respect to, own, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, participate in, render services or advice to, or, as applicable and within its control, allow any of its officers or employees (as an officer, employee, partner, member, stockholder, consultant or otherwise) to provide services with respect to, any Restricted Business or any business or Person that conducts the Restricted Business (it being understood that for purposes of this Section 6.15, the term “Territory” shall mean the area that is within 25 miles of the Company and its Affiliates and that if his knowledgeexisting Pipeline Assets, experienceas shown on the map attached hereto as Exhibit H); or (ii) approach or seek business in the Territory constituting Restricted Business from any Person, reputation refer business in the Territory constituting Restricted Business from any Person or contacts are used be paid commissions based on sales from business in the Territory constituting Restricted Business received from any Person; provided that, the foregoing shall not prohibit any referral of business by any Seller to Crude JV or on behalf Buyer or any Affiliate of Buyer. Notwithstanding anything to the Employee to compete with the Company contrary in this Section 6.15, nothing in this Section 6.15(a) shall prohibit (A) any Seller or its Affiliates from owning (i) any class of securities traded on a national stock exchange issued by any Person engaged in the Restricted Business or (ii) any equity ownership in any Person engaged in the Restricted Business, so long as (in the case of each of clause (i) and clause (ii)) such Seller and (in the case of Wildcat) its Affiliates controlled by Wildcat Parent and (in the case of Approach) its Affiliates controlled by Approach Parent and such Sellers’ and such controlled Affiliates’ officers and employees are not engaged in any management, executive or supervisory functions with respect to solicit employees such Restricted Business of such Person, (B) Approach or agents away any of its Affiliates from engaging in transportation, gathering, treating, processing, blending or storage of crude oil produced by Approach and it its Affiliates or other joint working interest owners (including pursuant to pooling, unitization, joint development, joint venture or similar relationships or arrangements, and whether by pipeline, gathering line, truck, rail or otherwise) within the Company Territory or (C) Wildcat Operating or its Affiliates, serious harm Affiliates from performing services for Crude JV pursuant to the Company Transition Services Agreement. (b) Each of Approach Parent, Wildcat Parent and each Seller acknowledges that the covenants set forth in this Section 6.15 are an essential element of this Agreement and that any breach by such Person of any provision of this Section 6.15 may result in irreparable injury to Buyer and/or Crude JV. Each of Approach Parent, Wildcat Parent and each Seller acknowledges that, in the event of such a breach, in addition to all other remedies available at Law, Buyer shall be entitled to seek equitable relief, including injunctive relief, as well as such other remedies as may be available at law and equity. Each Party has independently consulted with its Affiliates may result. In consideration counsel and after such consultation agrees that the covenants set forth in this Section 6.15 are reasonable and proper to protect the legitimate interest of Buyer and Crude JV. (c) If a court of competent jurisdiction determines that the character, duration or geographic scope of the provisions of Section 6.15 are unreasonable, it is the intention and the agreement of the Parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on Approach Parent’s, Wildcat Parent’s and Sellers’ conduct that are reasonable in light of the circumstances and as are necessary to assure to Buyer the benefits specified of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of Section 6.15(a) because taken together they are more extensive than necessary to assure to Buyer the intended benefits of this Agreement, the Employee agrees that during Parties intend for the Employee's employment restrictions set forth in this Agreement to be modified by the Company court making such determination so as to be reasonable and for a period of one (1) year thereafterenforceable and, subject as so modified, to the performance be fully enforced. If such modification is not possible, it is expressly understood and agreed by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event Parties that the provisions of this Section should ever 6.15 that, if eliminated, would permit the remaining separate provisions to be adjudicated to exceed the timeenforced in such proceeding, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in eliminated, for the purposes of such jurisdiction to the maximum timeproceeding, geographic, service or product limitations permitted by applicable lawfrom this Agreement.

Non-Competition. The Employee acknowledges (a) In order that he will acquire specialized knowledge Purchaser may have and experience in enjoy the business full benefit of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementBusiness, the Employee agrees Other Sellers and Seller agree that during the Employee's employment by the Company and for a period of one three (13) year thereafteryears commencing on the Closing Date, subject Seller Parent, the Other Sellers and Seller will not, and will cause their Subsidiaries not to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior and any other Seller Party not to, or as without the result ofexpress written approval of Purchaser, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardengage, directly or indirectly, render in a Competing Business or acquire more than fifteen percent (15%) of the outstanding equity interest in any services Business Competitor, in each case other than the Retained Business. Seller agrees, upon the reasonable request of a businessPurchaser, commercialto use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-competition provisions of the Asset Purchase Agreement between Angel and an Affiliate of Seller, or professional nature to any Persondated as of August 14, whether for compensation or otherwise2005, within as amended (the United States or elsewhere “Semiconductor Business Purchase Agreement”); provided that all costs and expenses incurred in competition connection with the Company enforcement of such rights shall be borne exclusively by Purchaser. For purposes of this Section 6.9: (i) “Competing Business” shall mean developing, manufacturing, selling or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire servicing any of the employees Printer Products for or agents to third parties and (ii) “Business Competitor” shall mean any Person that derived more than 40% of its consolidated gross revenues from Competing Businesses during the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months four fiscal quarters prior to the termination Seller Parent, Other Sellers, Seller or any of employment hereunder; providedtheir Subsidiaries’ entering into an agreement providing for the investment in or acquisition of such Person, howeverfor which financial statements are available. Notwithstanding the foregoing, that this provision shall terminate in the event the employment none of the Employee Seller Parent, Other Sellers, Seller or any of their Subsidiaries shall be precluded from: (a) engaging in those businesses that are engaged in as of the date of the Closing through the Retained Business, and reasonably expected or foreseeable extensions of those businesses and the products manufactured or sold, and the services developed or provided in connection therewith; (b) acquiring, merging with or consolidating with an entity which, at the time of the parties’ agreement to enter into such transaction is terminated not a Business Competitor and extensions of any business of such entity or its Subsidiaries; (c) being acquired by means of any business combination (including an asset purchase, merger or consolidation) by any Person; (d) engaging in any merger, consolidation or any other business combination with any Person not subject to clause (c) if the Company in stockholders of the Seller Parent, Other Sellers or Seller immediately prior to consummation of such transaction will own 50% or less of the outstanding common stock of the resulting or surviving entity (or the parent thereof); (e) the development, manufacture, supply, distribution, sale, support and maintenance of Printer Products as a component of a product sold by, or incidental to, a Retained Business, a reasonably expected or foreseeable extension of a Retained Business, or any other business of the Other Sellers, Seller or their Subsidiaries that is not itself a violation of Section 10 hereof. For the purpose of this Section 8, the phrases "6.9; or (f) engaging in competition with" and "any Competing Business engaged in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company Other Sellers, Seller or their Subsidiaries as a result of any Affiliatetransaction contemplated by clause (b) or (d) and any extensions of such Competing Business. In Following any acquisition as described in the event that foregoing clause (c), the provisions of this Section should ever 6.9 shall continue to apply solely to Seller Parent, Seller and their Subsidiaries, and not to any other Affiliates of Seller. Notwithstanding the foregoing, the provisions of this Section 6.9 shall not restrict the Seller Parent, Other Sellers and Seller or any of their Subsidiaries from acquiring and operating any Business Competitor so long as (i) the Seller Parent, Other Sellers, Seller or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within one year of such transaction such that an acquisition by the Seller Parent, Other Sellers, Seller or such Subsidiary of the retained portion of the Competing Business would be adjudicated to exceed permissible under the timeterms of the foregoing clause (b); and (ii) while owned, geographicthe Seller Parent, service Other Sellers and Seller and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or product limitations permitted Licensed Business Intellectual Property Rights held by applicable law in any jurisdictionthe Other Sellers, then such provisions shall be deemed reformed in such jurisdiction Seller or their Subsidiaries prior to the maximum time, geographic, service or product limitations permitted by applicable lawdate of such acquisition.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in a. During the business of the Company and its Affiliates and that if his knowledgeExercise Period, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render do or suffer to be done any services of the following: own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere which is in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interestsbusiness in the United States; provided, or solicit for employment or however, that the ownership of not more than one percent of any class of publicly-traded securities of any entity shall not be deemed a violation of this Agreement. For purposes of this Agreement, the "Company's business" shall mean any business in any other fashion hire any of the employees or agents of which the Company or its Affiliates oractively engages now, with respect to and any business in which the Company has actively engaged in the two (2) year period referred prior to abovethe date hereof; including, without limitation, the discovery and development of (i) products designed to inhibit post surgical scarring and adhesions, (ii) a proprietary monoclonal antibody to treat anti-inflammatory disorders and (iii) small molecule drug candidates to the modulate cognitive state of the nervous system and to treat symptoms of schizophrenia. b. In the event Employee shall violate any person who was an employee provision of this Paragraph 3 as to which there is a specific time period during which he is prohibited from taking certain actions or agent from engaging in certain activities as set forth in such provision, then, in such event, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. The foregoing shall in no way limit the Company's rights under Paragraph 7 of this Agreement. c. Employee has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph 3 and this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Employee, would not operate as a bar to Employee's sole means of support, are fully required to protect the legitimate interests of the Company or its Affiliates at any time within six months prior and do not confer a benefit upon the Company disproportionate to the termination detriment of employment hereunder; providedEmployee. Employee further acknowledges that his obligations in this Paragraph 3 are made in consideration of, however, that and are adequately supported by the payments by the Company to Employee described herein. d. Employee's obligations under this provision Paragraph 3 shall terminate in the event the employment Company breaches any of the its obligations under this Agreement and fails to cure such breach within fifteen days after written notice by Employee is terminated by to the Company in violation of Section 10 hereof. For specifying the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event circumstances that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then constitute such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawbreach.

Non-Competition. The Employee acknowledges that he (a) Seller will acquire specialized knowledge not, and experience in the business of the Company and shall cause its Affiliates (and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm any successor to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreementforegoing) not to, the Employee agrees that during the Employee's employment by the Company and for a period of one three (13) year thereafteryears from the Closing Date, subject directly or indirectly acquire or own any interest, or otherwise participate or engage, anywhere in the world, in any business active in the Textile Franchise (the Protected Activity). (b) Notwithstanding the foregoing, Seller and its Affiliates shall not be prohibited from, or restricted in: (i) purchasing products or services for use outside the Protected Activity, or marketing, selling or supplying products used by a third party not affiliated with the Seller to manufacture products within the scope of the Textile Franchise; or (ii) owning, acquiring or entering into a business combination in any manner with any entity that is engaged in the Protected Activity if, in the twelve (12) months prior to the performance by acquisition or combination with such entity, the Company consolidated revenue of its obligations under Section 10 hereof upon a Termination of Employment such entity from such activities constituted thirty-three one third percent (whether prior to, 33 1/3%) or as the result of, expiration less of the Employment Termtotal consolidated revenue of such entity, in which event such (combined) entity and its Affiliates shall be permitted to continue such activities; provided that Seller shall not provide such entity with any Know How or other material information relating to the use of such Know How or other material information in the Textile Franchise; or (iii) terminating the Designated TE Assets pursuant to Article 7.4.2(c), the Employee . (c) Each Party undertakes that it shall not, unless acting pursuant hereto and that none of its Affiliates shall, induce, or attempt to induce, any supplier of the other Party’s businesses, including, as from the Closing Date, with respect to Buyer, the TE Companies, to cease to supply, or to restrict or vary the terms of supply, to the other Party’s businesses. (d) Seller undertakes that it shall not, and that none of its Affiliates shall, for a period of two (2) years after the date of this Agreement induce, or attempt to induce, any Transferring Employee to enter into employment with any of its businesses; provided, however, that the foregoing shall not apply (i) to responses to or follow-up hiring in respect of general solicitations or advertisements for job positions not specifically directed to such employees; (ii) to any employee who (y) Buyer or any of its Affiliates dismisses after the Closing Date without any solicitation from Seller or any of the Seller’s Affiliates or (z) terminates his or her employment with Buyer without any solicitation from Seller or any of Seller’s Affiliates; or (iii) to employment with the prior written consent of the BoardBuyer. (e) Buyer undertakes that it shall not, directly or indirectly, render any services and that none of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interestsshall, or solicit for employment or in any other fashion hire any a period of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred years after the date of this Agreement induce, or attempt to aboveinduce, any person who was an employee or agent of the Company Seller or its Affiliates at any time within six months prior (other than the Transferring Employees) to enter into employment in the termination of employment hereunderTE Business; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" foregoing shall not be deemed apply (i) to apply responses to or follow-up hiring in respect of general solicitations or advertisements for job positions not specifically directed to such employees; (ii) to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company employee who (y) Seller or any Affiliate. In of its Affiliates dismisses after the event that Closing Date without any solicitation from Buyer or any of its Affiliates or (z) terminates his or her employment with Seller without any solicitation from Buyer or any of its Affiliates; or (iii) to employment with the provisions prior written consent of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawSeller.

Non-Competition. The Employee acknowledges (a) In order that he will acquire specialized knowledge Purchaser may have and experience in enjoy the business full benefit of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementBusiness, the Employee agrees Seller Parties agree that during the Employee's employment by the Company and for a period of one four (14) year thereafteryears commencing on the Closing Date, subject the Seller Parties will not, and will cause their Subsidiaries not to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior and any other Seller Party not to, or as without the result ofexpress written approval of Purchaser, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardengage, directly or indirectly, render in a Competing Business or acquire more than ten percent (10%) of the outstanding equity interest in any services Business Competitor. Without limiting the foregoing provisions, the Seller Parties agree, upon the reasonable request of a businessPurchaser, commercialto use their respective commercially reasonable efforts to cause their Subsidiaries to enforce their rights for the benefit of Purchaser under the non-competition provisions of the Asset Purchase Agreement between Angel and an Affiliate of Seller, or professional nature to any Persondated as of August 14, whether for compensation or otherwise2005, within as amended (the United States or elsewhere “Semiconductor Business Purchase Agreement”); provided that all costs and expenses incurred in competition connection with the Company enforcement of such rights under the Semiconductor Business Purchase Agreement shall be borne exclusively by Purchaser. For purposes of this Section 6.9: (i) “Competing Business” shall mean designing, developing, researching, manufacturing, supplying, distributing, marketing, selling or servicing any Image Sensor Products and (ii) “Business Competitor” shall mean any Person that derived more than 10% of its Affiliates or which is in conflict with consolidated gross revenues from Competing Businesses during the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months four fiscal quarters prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company Seller Parties or any Affiliateof their Subsidiaries’ entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. In Notwithstanding the event that foregoing, the provisions of this Section should ever 6.9 shall not restrict the Seller Parties or any of their Subsidiaries from acquiring and operating any Business Competitor so long as (i) the Seller Parties or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within one year of such transaction such that an acquisition by the Seller Party or such Subsidiary of the retained portion of the Competing Business would be adjudicated to exceed permissible under the timeterms of the foregoing clause (b); and (ii) while owned, geographic, service the Seller Parties and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or product limitations permitted Licensed Business Intellectual Property Rights held by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction the Seller Parties or their Subsidiaries prior to the maximum time, geographic, service or product limitations permitted by applicable lawdate of such acquisition.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. (a) In consideration of the benefits specified in this Agreementpurchase of the Business by Buyer, the Employee Seller agrees that during from the Employee's employment Closing Date until three (3) years after the Closing Date, Seller shall not, and shall cause its affiliates (other than Xxxxxx Xxxx Xxxxxx Limited) not to, within any jurisdiction in which the Business is doing business as of the Closing Date, directly or indirectly own, manage, operate, control or participate in the ownership, management, operation or control of any business manufacturing or converting premium fine papers of the type manufactured or converted by the Company Business as of the Closing Date and competitive with that conducted by the Business as of the Closing Date (a “Competing Business”). (b) It is the desire and intent of the parties to this Agreement that the provisions of this Section 5.9 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 5.9 shall be adjudicated to be invalid or unenforceable, this Section 5.9 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of such section in the particular jurisdiction in which such adjudication is made. (c) The parties recognize that the performance of the obligations under this Section 5.9 by Seller is special, unique and extraordinary in character, and that in the event of the breach by Seller of the terms and conditions of this Section 5.9, Buyer shall be entitled, if it so elects, to obtain damages for any breach of this Section 5.9, or to enforce the specific performance thereof by Seller or to enjoin Seller from violating the provisions of this Section 5.9. (d) From and after the Closing Date, Seller shall not, and shall cause its affiliates not to, for a period of one three (13) year thereafteryears after the Closing Date, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or knowingly solicit for employment or in any other fashion hire any employee of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderBuyer; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" 5.9(d) shall not be deemed preclude Seller or its Affiliates from soliciting for employment or hiring any such employee who (i) responds to apply to any Person whose activities do not involve similar lines a general solicitation through a public medium or general or mass mailing by or on behalf of business now or hereafter undertaken by the Company Seller or any Affiliate. In of its affiliates that is not targeted at employees of Buyer or (ii) contacts Seller or its affiliates directly on such individual’s own initiative. (e) Notwithstanding the event that the foregoing provisions of this Section should ever 5.9, the following shall not be adjudicated to exceed prohibited by this Section 5.9: (i) the timedistribution and sale of products by Seller’s xpedx distribution business, geographiceven if such products may be competitive with those of the Business; (ii) the manufacture, service or product limitations permitted by applicable law in any jurisdictiondistribution and sale of Seller’s Strathmore Premium Opaque line of products, then such provisions shall be deemed reformed in such jurisdiction subject to the maximum timeprovisions of Section 5.8(b) hereof; (iii) the acquisition and subsequent ownership by Seller of any business or entity that derives less than 20% of its revenue from any Competing Business; (iv) the acquisition and subsequent ownership by Seller within two (2) years of the Closing Date of any business or entity that derives between 20% and 50% of its revenue from any Competing Business, geographicprovided that Seller divests such Competing Business within one (1) year of its acquisition; (v) ownership of securities of 10% or less of any class of securities of a public company; and (vi) conduct of any business relating to digital watermarking, service or product limitations permitted by applicable lawincluding, without limitation, the use of U.S. Patent No. 6,334,678 in connection therewith.

Non-Competition. The Employee acknowledges (a) During the period commencing on the Effective Date and ending on the date that he will acquire specialized knowledge and experience in is 10 years following the business of Effective Date (the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term“Non-Compete Period”), the Employee neither Licensor nor Holdings shall, and Holdings shall not, unless acting pursuant hereto or with the prior written consent of the Boardcause its Subsidiaries (for so long as they remain its Subsidiaries) not to, directly or indirectly, render any services engage, in the Territory, in the Authorized Brokerage Services, other than (i) sales of a business, commercialArtistically Significant Residences in auction format and (ii) in the performance of its obligations under this Agreement. If the foregoing, or professional nature any portion thereof, shall for any reason be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions thereof shall not be affected or impaired thereby and such remaining portions shall remain in full force and effect. Moreover, if any provision shall be held to be excessively broad as to duration, activity or subject, such provision shall be construed by limiting and reducing it so as to be enforceable to the maximum extent allowable by applicable Law. (b) During the period commencing on the Effective Date and ending on the date that is three years following the Effective Date, neither Licensor nor Holdings shall, and Holdings shall cause its Subsidiaries (for so long as they remain Subsidiaries) not to, directly or indirectly: (i) cause or attempt to cause any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or employee of Licensee and any of its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person each case who was an employee or agent of SIR as of the Company Effective Date to terminate his or her employment with the Licensee and any of its Affiliates or otherwise engage or participate in any effort to induce any such employee to terminate his or her employment with the Licensee and any of its Affiliates; or (ii) hire, or solicit or attempt to hire (other than by general advertising), any employee of the Licensee and any of its Affiliates, in each case who was an employee of SIR as of the Effective Date, provided that nothing in this Section 11.2(b) shall prohibit Licensor or any Licensor Affiliate from hiring any such employee whose employment by Licensee or any of its Affiliates has been terminated for at any time within least six months prior to the termination of employment hereunder; providedand who initiates, howeverdirectly or indirectly, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now discussions with such Licensor or hereafter undertaken by the Company or any Affiliate. Licensor Affiliate regarding possible employment. (c) In the event that Holdings becomes Controlled by any Person who is not a Person or group (within the provisions meaning of this Section should ever be adjudicated to exceed 13(d)(3) or 14(d)(2) of the timeExchange Act) who Controls Holdings as of the Effective Date or a Taubman Family Member or such a group of Taubman Family Members (an “Acquiror”) (such event, geographic, service or product limitations permitted by applicable law in any jurisdictiona “Holdings Change of Control”), then such provisions Acquiror and such Acquiror’s Affiliates (other than Holdings and its Subsidiaries) (the “Acquiror Group”) shall be deemed reformed in such jurisdiction to neither provide nor offer any Authorized Brokerage Services under the maximum time, geographic, service Licensed Marks or product limitations permitted by applicable lawthe Sotheby’s Xxxx. It is understood that the Acquiror Group is not prohibited from offering and providing Authorized Brokerage Services other than under any Licensed Xxxx or the Sotheby’s Xxxx.

Non-Competition. (i) The Employee acknowledges Sellers agree that he for a period of two (2) years following the Closing Date, none of the Sellers will acquire specialized knowledge and experience engage in any way, whether as owner, principal, employee, consultant or in any other capacity, in any business competitive with the Business, anywhere in the business world, except as a customer or authorized distributor of the Company Buyer or otherwise with the Buyer’s consent (which may be withheld in the Buyer’s sole discretion). Activities by non-wholly-owned Subsidiaries of the Sellers (other than such Subsidiaries that are wholly-owned as of the date of this Agreement) shall not constitute a violation of this §5(k)(i). The Sellers acknowledge and its Affiliates agree that the current market for the Business’ products and services and the Business extends throughout the entire world and that if his knowledgeit is therefore reasonable to prohibit them from competing with the Buyer in the Business anywhere in the world as provided in this §5(k). (ii) SCL authorizes the Buyer, experiencefor a period of two (2) years after the Closing Date, reputation to enforce at the Buyer’s sole expense and on SCL’s behalf any rights, to the extent that they exist, that SCL has or contacts are used by may have to restrict any Person (whether an Affiliate or on behalf not) from using the Seller Trademarks in any way in connection with any business competitive with the Business anywhere in the world. In the alternative, SCL shall enforce at the request of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company Buyer and for a period of one two (12) year thereafteryears after Closing, subject any rights that SCL has or may have to restrict any Person (whether an Affiliate or not) from using the Seller Trademarks in any way in connection with any business competitive with the Business anywhere in the world. The Buyer agrees to reimburse SCL for all costs and expenses incurred by SCL as a result of such enforcement. (iii) For a period of two (2) years after the Closing, SCL shall not and shall cause each Affiliate of SCL to not grant or license (whether as a part of a new grant or license or by an amendment, modification, renewal or extension of any existing grant or license) any Person (whether an Affiliate or not) the right to use the Seller Trademarks in any way in connection with any business that is directly or indirectly competitive with the Business anywhere in the world, except to the performance by extent and only to the Company extent such license is currently in effect or there is an existing commitment to enter into such a license. (iv) For a period of two (2) years following the Closing, SCL shall endeavor to cause its obligations under Section 10 hereof upon a Termination of Employment non-wholly-owned Subsidiaries not to (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, x) engage directly or indirectly, render in the manufacturing, distribution or marketing of products incorporating binary continuous inkjet technology or (y) hire or engage as an independent consultant Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxxx Samanderi or Xxxxxxx Xxxxxxx to the extent the business of such non-wholly-owned Subsidiary engages in a business competitive with the Business. (v) If any services Governmental Entity of a business, commercialcompetent jurisdiction determines that the restrictive covenant contained in this §5(k), or professional nature any part thereof, is invalid or unenforceable for any reason, the remainder of the restrictive covenant will not thereby be affected and will be given full force and effect, without regard to the invalid portion or portions. If any Person, whether for compensation or otherwise, within such Governmental Entity determines that the United States or elsewhere restrictive covenant contained in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' intereststhis §5(k), or solicit for employment or in any other fashion hire any part thereof, is unenforceable because of the employees duration or agents scope of such covenant, such Governmental Entity will have the Company power to reduce such duration or scope and, in its Affiliates orreduced form, with respect to the two (2) year period referred to abovesuch covenant will then be enforceable and will be given full force and effect. The Sellers, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" acknowledge and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event agree that the provisions of this Section should ever be adjudicated §5(k), as such apply to exceed them, are reasonable and supported by adequate consideration, that the timeBuyer would not have entered into this Agreement without having received the benefit of the provisions of this §5(k), geographic, service or product limitations permitted by applicable law and that any breach of the provisions of this §5(k) would result in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction substantial and irreparable harm to the maximum timeBuyer and its Affiliates and, geographictherefore, service that the Buyer will be entitled to an injunction to prohibit any such breach or product limitations permitted anticipated breach, without the necessity of posting a bond, cash or otherwise, in addition to all of its other legal and equitable remedies, including the remedies provided by applicable lawthis Agreement.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in 3.1 During the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one Non-Compete Period (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Termdefined below), the Employee shall not, unless acting pursuant hereto or with without the prior unanimous written consent approval of the BoardPresident of Company, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire perform any of the employees or agents of the Company or its Affiliates or, following acts: (A) accept employment with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at business wherever located which engages in any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate business in the event Territory (as hereinafter defined) in the employment design, development, production, sale or distribution of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8any product or component that directly or indirectly competes with a product or component (i) being designed, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now produced, sold or hereafter undertaken distributed by the Company or any Affiliateof its affiliates (ii) or to which the Company or any of its affiliates shall then have proprietary rights; or (B) directly or indirectly, for himself or an behalf of others, as an individual on his own account or as an employee, agent or representative for any person, partnership, firm or corporation, engage in, aid in the operation of, contribute his knowledge to, or own, manage, operate or participate in the ownership, management or control of any business wherever located which engages in the Territory in the design, development, production, sale or distribution of any product or component that directly or indirectly competes with a product or component (i) being designed, produced, sold or distributed by the Company or any of its affiliates (ii) or to which the Company or any of its affiliates shall then have proprietary rights. In Nothing contained in this Section 3 shall be construed to prohibit Employee from owning, either of record or beneficially, not more than five percent (5%) of the event shares or other equity interest of any publicly traded entity, even if that entity is in the business engaged in by Company or any of its subsidiaries. 3.2 Employee and Company agree that, in view of the character of Employee's work and of the business engaged in by Company and its subsidiaries, in view of the nature of the market in which Company and its subsidiaries compete, it is reasonable and necessary for the protection of Company and its subsidiaries that the "Territory" referred to in Section 3.1 include the United States of America. 3.3 The provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law 3 shall not in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction way or to any extent limit the maximum time, geographic, service or product limitations permitted by applicable lawobligations of Employee under any other Section of this Agreement.

Non-Competition. The Employee acknowledges (a) In order that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company Buyer and its Affiliates may result. In consideration have and enjoy the full benefit of the benefits specified in this AgreementBusiness, the Employee agrees Seller and its Affiliates agree that during the Employee's employment by the Company and for a period of one five (15) year thereafteryears commencing on the Closing Date, subject to the performance by the Company neither Seller nor any of its obligations under Section 10 hereof upon a Termination Affiliates will, without the express written approval of Employment (whether prior Buyer, directly or indirectly engage in, manage, own, operate, invest in, acquire or loan money to, any business which is a Competing Business. Notwithstanding the foregoing, the provisions of this Section 5.7(a) shall not restrict Seller or any of its Affiliates from acquiring and operating any Competing Business so long as the result of, expiration Seller or such Affiliate divests all or a portion of the Employment Term), the Employee shall not, unless acting pursuant hereto Competing Business conducted by such Person within six months of such transaction such that an acquisition by Seller or with the prior written consent such Affiliate of the Boardretained portion of the Competing Business would be permissible under the terms of this Section 5.7(a); provided that Seller or such Affiliate shall, at least thirty (30) days prior to such divestiture, deliver an offer notice to Buyer containing the price and terms of such divestiture. Such offer notice shall be deemed to be an offer of the Competing Business to Buyer on the same terms and conditions as proposed by such third party. Buyer shall first have the right, but not the obligation, to purchase all or a portion of the Competing Business specified in the offer notice at the price and on the terms specified therein by delivering written notice of such election to Seller or such Affiliate within thirty (30) days after the delivery of the offer notice. (b) If Buyer (or a transferee of Buyer) transfers, directly or indirectly, render any services by sale of a businessstock, commercialmerger, or professional nature to any Person, whether for compensation sale of assets or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any part of the employees Business to one or agents of the Company or its Affiliates ormore third parties, Seller’s agreements in this Section 5.7 shall continue with respect to such third party transferees and each transferee shall have the two (2) year period referred to above, same rights as Buyer hereunder. The parties agree that the remedy at law for any person who was an employee or agent breach of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of obligation under this Section 8, the phrases "5.7 will be inadequate and that in competition with" and "in conflict with" shall not be deemed to apply addition to any Person whose activities do not involve similar lines of business now other rights and remedies to which they may be entitled hereunder, at law or hereafter undertaken by in equity, Buyer and its transferees shall be entitled to injunctive relief and reimbursement for all reasonable attorney’s fees and other expenses incurred in connection with the Company or any Affiliateenforcement hereof. In the event that this Section 5.7 is held to be in any respect an unreasonable restriction upon Seller or any of its Affiliates by any court having competent jurisdiction, the provisions court so holding may reduce the territory to which this Section 5.7 pertains and/or the period of time for which it operates, or effect any other change to the extent necessary to render this Section 5.7 enforceable by such court. As so modified this Section 5.7 will continue in full force and effect. Such decision by a court of competent jurisdiction shall not invalidate this Agreement, but this Agreement shall be interpreted, construed and enforced as not containing such invalidated provision. (c) For purposes of this Section should ever be adjudicated to exceed 5.7, “Competing Business” means any Person engaged in the timebusiness of developing, geographicmarketing, service providing treatments and selling non-invasive surgical solutions by shock wave technology for treatment of (i) skin wounds in humans and animals or product limitations permitted by applicable law (ii) any condition in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawanimals.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for (a) For a period of one three (13) year thereafteryears after the Closing Date, subject to neither BMR nor the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior toMembers shall, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, either directly or indirectlyindirectly as a stockholder, render any services of a businessinvestor, commercialpartner, or professional nature to any Persondirector, whether for compensation officer, consultant or otherwise, (i) provide any service or design, develop, market, sell or license any product anywhere in the world which is competitive with any service provided or any product designed, developed (or under development), sold or licensed by BMR or CCT within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) two-year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate Closing Date or (ii) engage anywhere in the event world in any business relating to the employment formulation or conduct of clinical trials or the development of testing of any regulated drug. Upon written request of Buyer, BMR and the Members shall use commercially reasonable efforts to enforce, for the benefit, and at the sole cost and expense, of Buyer, all non-competition and similar agreements between BMR and any other party which are Excluded Property. (b) BMR and the Members agree that the duration and geographic scope of the Employee is terminated by the Company non-competition provision set forth in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate5.07 are reasonable. In the event that any court determines that the provisions of duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions non-competition provision shall be deemed reformed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States where this provision is intended to be effective. (c) As a material inducement for Buyer to enter into this Agreement, BMR, the Members and Buyer acknowledge that as a condition to Closing certain individuals in such jurisdiction to their capacity as owners of membership interests of BMR will execute a letter agreement regarding certain non-competition and non-solicitation covenants in the maximum time, geographic, service or product limitations permitted by applicable lawform attached hereto as Exhibit D (the "Non-Competition and Non-Solicitation Letter Agreement").

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company Seller hereby agrees, for itself and its --------------- Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf neither it nor any of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardshall, directly or indirectly, render any services indirectly during the period of a business, commercial, or professional nature to any Persontime commencing on the date hereof and continuing until five (5) years from the Closing Date (the "Non-Compete ----------- Period"), whether for compensation alone or otherwisetogether in association with others, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interestsand whether as a ------ principal, or solicit for employment agent, owner, shareholder, officer, director, partner, member, manager, operator, employee, proprietor, investor, independent contractor, licensor, licensee, co- venturer, consultant, or in any other fashion hire capacity whatsoever, engage in the Business or invest in, or have a financial interest in, or be in any way affiliated with, any Person engaged in the Business, anywhere in the world. Seller agrees with Buyer that the geographic scope of this covenant not to compete is the result of arm's length bargaining and is fair and reasonable in light of the employees or agents nature of the Company operations of the Business and the fact that some or all facets of the Business have competed with competitors throughout the world. The parties intend that the covenant contained in this Article 6 shall be --------- construed as a covenant not to compete that is enforceable under applicable law. If in any judicial proceeding a court of competent jurisdiction shall refuse to enforce the foregoing covenant not to compete according to its Affiliates orterms, the parties shall negotiate in good faith to modify or limit the scope of this covenant in a manner they believe, after consultation with respect their respective counsel, will result in the covenant being enforced in the pending judicial proceeding, it being the intent of this provision that Buyer shall at all times have the benefit of the foregoing covenant not to compete, except to the two (2) year period referred extent as may be required to above, any person who was an employee be limited or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted modified by applicable law in any or a judgment of a court or competent jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in 10.2.1 During the business term of this Agreement, neither Swico nor its Affiliates shall without the prior consent of MGI, within any country where the Company regularly conducts business and its Affiliates and distributes products, directly or indirectly distribute, sell or market any fashion watch brand that if his knowledge, experience, reputation or contacts are used is competitive with any licensed brand distributed by or on behalf of the Employee to compete with the Company MGI or any of its Affiliates or to solicit employees or agents away from the Company in such country. Whether any fashion watch brand is competitive with any of MGI’s or its Affiliates, serious harm ’ licensed brands will be determined where applicable by reference to the Company and its Affiliates may result. In consideration applicable licence agreement itself; provided however that brands marketed by or on behalf of any of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject following companies or their Affiliates shall be deemed to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or be competitive with the prior written consent of the BoardMGI licensed brands: Fossil, directly or indirectlySwatch Group, render any services of a businessXxxxxxxx International, commercialEgana, or professional nature to any PersonBinda, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in Xxxxxx and Advance. Whether any other fashion hire brand shall be considered to be competitive with any MGI licensed brand shall be determined using reasonable judgment after taking into consideration brand message, price, market position, final consumer profile and placement at point of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that sale. The Shareholders will consider appropriate exemptions from this provision shall terminate in the event the employment of Company commences to distribute products in any country other than the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8United Kingdom, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company where Swico or any Affiliate. In the event that of its Affiliates have pre-existing business. 10.2.2 If Swico breaches any of the provisions of this Section should ever be adjudicated to exceed Clause 10.2.1 (the time“Non-Compete Covenant”), geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions MGI shall be deemed reformed released from its obligation to appoint the Company as distributor for any new MGI licensed brands. 10.2.3 Swico agrees that the Non-Compete Covenant is reasonable in such jurisdiction geographical and temporal scope and in all other respects. If any court determines that the Non-Compete Covenant, or any part thereof, is invalid or unenforceable, the remainder thereof shall not thereby be affected and shall be given full effect without regard to the maximum timeinvalid portions. 10.2.4 If any court determines that the Non-Compete Covenant is unenforceable because of the duration or geographic scope of such provision, geographicsuch court shall have the power to reduce the duration or scope of such provision, service or product limitations permitted by applicable lawas the case may be, and, in its reduced form, such provision shall then be enforceable.

Non-Competition. The In view of the fact that the Employee acknowledges that he in the course of his employment as a senior executive will acquire specialized knowledge and experience in the business of the Company Employer’s trade secrets, business secrets, sales, product, and its Affiliates manufacturing secrets and/or will have insight into the Employer’s partner and that if his knowledgecustomer base, experience, reputation or contacts are used by or on behalf of the Employee to compete and except with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the express prior written consent of the BoardCEO of Fortinet, Inc. the Employee undertakes not to, directly or indirectly, render perform any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition activity competing with the Company Employer during the term of this Agreement as well as for a period of 12 (twelve) months after the term of this Agreement. After the termination of this Agreement the non-compete covenant shall be limited to apply to all of Europe, Middle East and Africa (EMEA). In particular, the Employee agrees: • not to have, directly or indirectly, any financial or other interest in a business or company which develops, produces, markets or distributes products substantially similar to the products of the Employer or its Affiliates affiliated companies or which is in conflict with renders services similar to those rendered by the Company's Employer or its Affiliates' interests, affiliated companies; • not to accept any part or solicit for full time employment in such a company or to act as a consultant or representative or in any other fashion hire any form for such a company; • not to directly or indirectly establish or operate such a company. The Employee understands that a violation of the employees or agents obligations under this Section 9 might cause serious damage to the Employer. Upon any breach of his obligations under this Section 9, the Employee shall pay to the Employer an amount equal to the remuneration received by the Employee during the last six months of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent existence of this Agreement. The payment of the Company or its Affiliates at contractual penalty does not relieve the Employee from his non- compete obligations, and the Employer shall be free to pursue other additional available remedies. The Employer’s right to claim damages exceeding the amount of contractual penalty is expressly reserved. In any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment Employer shall also be entitled to seek judicial enforcement of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawEmployee’s obligations.

Non-Competition. (a) The Employee acknowledges Executive hereby agrees that he for a period of five years after the Effective Date, the Executive will acquire specialized knowledge and experience not (i) engage directly or indirectly in the banking or financial services business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or other than on behalf of the Employee to compete with the Company Corporation or its Affiliates affiliates within the Market Area (as hereinafter defined), (ii) directly or indirectly own, manage, operate, control, be employed by, or provide management, consulting or advisory service in any capacity to solicit employees any firm, corporation or agents away from other entity (other than the Company Corporation or its Affiliatesaffiliates) engaged directly or indirectly in the banking or financial services business in the Market Area, serious harm or (iii) directly or indirectly solicit or otherwise intentionally cause any employee, officer or member of the respective Board of Directors of the Corporation or any of its affiliates to engage in any action prohibited under (i) or (ii) of this Section 3(a); provided that the ownership by the Executive as an investor of not more than five percent of the outstanding shares of stock of any corporation whose stock is listed for trading on any securities exchange or is quoted on the automated quotation system of the National Association of Securities Dealers, Inc., or the shares of any investment company as defined in Section 3 of the Investment Company Act of 1940, as amended, shall not in itself constitute a violation of the Executive's obligations under this Section 3(a). (b) The Executive acknowledges and agrees that irreparable injury will result to the Company and its Affiliates may result. In consideration Corporation in the event of a breach of any of the benefits specified provisions of this Section 3 (the "Designated Provisions") and that the Corporation will have no adequate remedy at law with respect thereto. Accordingly, in this Agreementthe event of a breach of any Designated Provision, and in addition to any other legal or equitable remedy the Corporation may have, the Employee agrees that during Corporation shall be entitled to the Employee's employment entry of a preliminary and permanent injunction to restrain the violation or breach thereof by the Company and Executive or any affiliates, agents or any other persons acting for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent Executive in any capacity whatsoever. (c) It is the desire and intent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event parties that the provisions of this Section should ever 3 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 3 shall be adjudicated to exceed the timebe invalid or unenforceable, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions provision shall be deemed reformed in amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such jurisdiction deletion to apply only with respect to the maximum timeoperation of such provision in the particular jurisdiction in which such adjudication is made. In addition, geographicshould any court determine that the provisions of this Section 3 shall be unenforceable with respect to scope, service duration or product limitations geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Corporation, to the fullest extent permitted by applicable law, the benefits intended by this Section 3. (d) As used herein, "Market Area" shall consist of each of the counties in any state of the United States in which the Corporation or any of its affiliates has a deposit-taking or lending office.

Non-Competition. The Employee acknowledges a. For a period of two (2) years after the Separation Date, Executive shall not: (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity that he will acquire specialized knowledge and experience in knows (or reasonably should have known) to be directly competitive either with the business of the Company and its Affiliates and that if his knowledgeas then being carried on or with any business, experienceactivity, reputation product or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment service which was under active development while Executive was employed by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, if such development was actively pursued or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to considered during the two (2) year period referred preceding the Separation Date; or (ii) serve as an employee, agent, partner, shareholder, director, or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity that he knows (or reasonably should have known) to above, any person who was an employee or agent be directly competitive either with the business of the Company as then being carried on or its Affiliates at with any time within six months prior to business, activity, product or service which was under active development while Executive was employed by the termination of employment hereunder; Company if such development was actively pursued or considered during the two (2) year period preceding the Separation Date (provided, however, that notwithstanding anything to the contrary contained in this provision shall terminate in Amendment, Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934). b. In the event Executive violates any provision of this Section 4 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in certain activities as set forth in such provision, such violation shall toll the employment running of such time period from the date of such violation until such violation shall cease. The foregoing shall in no way limit the Company's rights under Section 10(c) of this Amendment. c. Executive has carefully considered the nature and extent of the Employee is terminated restrictions upon him and the rights and remedies conferred upon the Company under this Section 4 and this Amendment and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to Executive. Executive further acknowledges that his obligations in this Section 4 are made in consideration of, and are adequately supported by, the payments by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawExecutive described herein.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in A. In the business event of the Company and its Affiliates and that if his knowledge, experience, reputation Employee's voluntary withdrawal from GCI's employment or contacts are used by or on behalf GCI's discharge of the Employee for cause as defined in paragraph 7 of the Employment Agreement to which this Exhibit A is appended, until the expiration of a 24 month period commencing on the date of the termination of her employment, the Employee shall not engage or compete directly or indirectly, as a principal, on her own account, or as a shareholder in, or employee of, any corporation or legal entity selling, manufacturing or developing products in the field of Industrial Enzymes which are or may be competitive with those marketed or being developed by GCI on the Company date of the termination of her employment. (If the Employee is unaware of GCI's development of any projects at the time of the termination of her employment, GCI retains the discretion as to whether to inform the Employee of products it is then developing or its Affiliates considering to develop, but if GCI chooses not to inform the Employee of the development of any project currently being pursued or considered by GCI, all of which are unknown by the Employee, this will not bar the Employee from obtaining employment with a competitor.) The foregoing non-compete restrictions shall likewise apply to solicit employees employment or agents away from competition in any other field of business in which, on the Company date of employment termination, GCI is manufacturing or its Affiliatesselling products in commerce, serious harm or for use in commerce, in excess of 10.0 Million U.S. Dollars annually or has committed to commercialize with internal resource expenditures in excess of 5.0 Million U.S. Dollars or has signed a binding contract with a third party concerning such other field of business in which the value to be received by GCI is in excess of 5.0 Million U.S. Dollars. The Employee, further, shall not extend credit or lend money for the purpose of establishing or operating any such business, nor furnish any information (including the information subject to the Company restriction in paragraph I above) or give advice, either directly or undirectly, to any such third party corporation or business entity of any kind. The non-compete restrictions of this paragraph A shall apply, in the case of 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 GCI in the fields defined herein and its Affiliates may resultshall not preclude Employee from being engaged or employed by such corporation in other non-competitive fields as provided for in paragraph 4. In consideration If the Employee is involuntarily terminated without cause, she will receive Termination Compensation for the period specified unless she becomes employed by a competitor as previously defined herein. At that time, all compensation from GCI ceases. For a period of twenty-four (24) months following the benefits specified in this AgreementEmployee's termination from GCI, the Employee agrees that during to disclose the Employee's employment by the Company and for a period name of one (1) year thereafter, subject any employer to the performance Chief Executive Officer two weeks in advance of her employment with any competitor, non-competitor, business or her embarking upon self-employment or consulting. B. It is recognized by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), GCI and the Employee shall notthat her efforts, unless acting pursuant hereto or with the prior written consent and those of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the her fellow employees or agents of the Company or its Affiliates or, with respect are critically important to the two (2) year period referred to above, any person who was an employee or agent overall profitability of the Company or its Affiliates at any time within six months prior GCI. The future profitability of GCI is also linked to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment continuing services of the Employee and the covenant of the Employee not to compete with GCI should she choose to leave the employ of GCI. C. It is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" understood and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event agreed that the provisions present and proposed business of this Section should GCI is becoming increasingly competitive and that there is an ever be adjudicated increasing risk that competing companies may seek to exceed hire the timeemployees of GCI who are critical to its continued success, geographicnot only because of the abilities of such employees, service or product limitations permitted but also because of the proprietary knowledge acquired by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawemployees while at GCI.

Non-Competition. The Employee acknowledges (a) For a period of 36 months from the Completion Date, the Vendors undertake that he they will acquire specialized knowledge not, and experience in the business shall procure that none of the Company and its Affiliates and that if his knowledgecontrolled by Xxxxx Group SAS shall, experiencewhether directly or indirectly, reputation alone or contacts are used by jointly with or on behalf of any person, be engaged or hold an ownership interest in: (i) the Employee Dispensing Business in the Territory; and (ii) the Brazilian Business as and where currently conducted, provided that Xxxxx Brazil shall continue to compete with source its accessories and packaging materials for the Company or operation of its Affiliates or to solicit employees or agents away Beauty Solutions Business exclusively from the Company or its AffiliatesVendors Group for such period, serious harm consistently with past practices. (b) It is however specified that nothing in Clause 7.2(a) shall prevent any Vendor: (i) from operating the Retained Business as currently conducted, assuming the sale of the Business to the Company Purchasers, and its Affiliates may resultprovided however that the Vendors shall be limited to selling pumps up to a maximum amount of $18,000,000 (excl. In consideration of taxes) in the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and aggregate for a period of one (1) year thereafter36 months from the Completion Date, subject and may only make such sales of pumps through the Beauty Solutions Business, and provided further that a report by the Vendors Representative audit firm certifying the value of pumps sold by the Vendors to third parties for such purpose and including an anonymized split by customer is notified in writing to the performance by Purchasers Representative within 20 Business Days of each of the Company next three anniversaries of the Completion Date, (ii) from acquiring up to 3% of the stock of any publicly-held company whose stock is traded on a regulated market, the activities of which, in the Business or the Brazilian Business, represent up to 10% of such acquired company’s gross revenues for the most recent fiscal year, (iii) from acquiring all or part of the stock of any company or any business the activities of which, in the Business or the Brazilian Business, represent up to 10% of the acquired company’s or business’s gross revenues for the most recent fiscal year, (iv) from performing its obligations or benefiting from its rights under Section 10 hereof upon a Termination of Employment (whether prior tothe Agreement, the IP Assignment Agreement, the Technical Assistance Agreement, the License Agreement, the Ancillary Documents, or any other agreement to be entered into as the result of, expiration a consequence of the Employment Term)Ancillary Documents, the Employee shall notIP Assignment Agreement and/or the Agreement; (v) from responding to global tender offers relating to the CRP Business and/or the Tubes Business including in Brazil, unless acting pursuant hereto or with in which case the prior written consent relevant member of the Board, directly or indirectly, render any services of a business, commercial, or professional nature Vendors Group will offer to any Person, whether for compensation or otherwise, within Xxxxx Brazil to respond to such tender offers alongside the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any relevant member of the employees or agents of the Company or its Affiliates or, Vendors Group but only with respect to the two (2) year period referred to above, any person who was an employee or agent part of the Company or its Affiliates at any time within six months prior such global tender offers which relates to the termination of employment hereunder; providedBrazilian Business. (c) Notwithstanding anything in the Agreement to the contrary, however, that this provision shall terminate in the event the employment that any of the Employee Vendors, and/or any of their direct and indirect subsidiaries is terminated acquired (whether by merger, consolidation or sale or transfer of assets or equity securities) by another entity, none of the Company covenants or restrictions set forth in violation Clause 7.2(a) shall apply to, or otherwise purport to limit or affect the conduct or actions of, such acquiring entity, provided that such acquiring entity does not operate a business competing with the Dispensing Business or the Brazilian Business through any of Section 10 hereofthe Vendors and/or any of their direct and indirect subsidiaries so acquired. For However, in case of acquisition of any of the purpose Vendors and/or any of this Section 8, the phrases "in competition with" their direct and "in conflict with" shall not be deemed to apply to any Person whose indirect subsidiaries by a strategic acquirer which already carries out activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction pertaining to the maximum timeDispensing Business or the Brazilian Business as at the date of the acquisition, geographic, service nothing in this Clause 7.2 shall prevent such acquirer from implementing integration operations with the Vendors and/or their direct and indirect subsidiaries so acquired or product limitations permitted by applicable lawlimit and/or affect its actions in connection therewith.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge From and experience in after the business Closing until the fifth anniversary of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of Closing (the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term“Restriction Period”), the Employee Seller shall not, unless acting pursuant hereto and it shall cause its Affiliates to not, engage in or with the prior written consent of the Boardassist any other Person to engage in, directly or indirectlyindirectly (as an equity holder, render any services of a businesspartner, commercialmember, manager, employee, consultant, lender, or professional nature to other owner or participant in any Person), whether for compensation or otherwise, within in the United States or elsewhere Covered Business in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderCovered Area; provided, however, that this provision (a) no owner of less than 5% of the outstanding stock of any publicly traded corporation shall terminate be deemed to engage in its business solely by reason of such ownership thereof, and (b) the Seller and its Affiliates shall be permitted to acquire and operate after Closing any Person or business that engages in the event Covered Business in the employment Covered Area (an “Acquired Business”) so long as, (i) at the time of such acquisition, revenue from the Covered Business in the Covered Area represents 10% or less of the Employee is terminated by total revenue of the Company Acquired Business for the 12 month period ending as of the last day of the calendar month immediately preceding such acquisition (or reasonably expected revenue for the 12 month period beginning on the first day of the calendar month following such acquisition) and (ii) during the Restriction Period, the Seller and its Affiliates (including the Acquired Business and its Subsidiaries) do not take any action intended, or that would reasonably be expected, to materially increase the portion of the Acquired Business engaged in violation the Covered Business in the Covered Area. If the final judgment of Section 10 hereof. For the purpose a court of competent jurisdiction declares that any term or provision of this Section 84.07 is invalid or unenforceable, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event Parties agree that the provisions 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 intention of the invalid or unenforceable term or provision, and this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions 4.07 shall be deemed reformed in such jurisdiction to enforceable as so modified after the maximum time, geographic, service or product limitations permitted by applicable law.expiration of the time within which the judgment

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge (a) Each of Xxxxx and experience in the business of the Company and its Affiliates and that if his knowledgeXxxxxxx Xxxxx hereby agrees that, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one three years after the date hereof (1) year thereafterthe “Restricted Period”), subject to he or she shall not engage, directly or indirectly, in any business anywhere in the performance United States that provides products or services of the kind provided by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or Businesses and the Institutions as the result of, expiration of the Employment Term)date hereof (a “Restricted Business”) or, the Employee shall not, unless acting pursuant hereto or with without the prior written consent of the BoardPurchaser (such consent not to be unreasonably withheld) and the Parent, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render any services of a businessfinancial or other assistance to or participate in or be connected with, commercialas an officer, or professional nature to any Personemployee, whether for compensation partner, shareholder, consultant or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderRestricted Business; provided, however, that this provision shall terminate each of Xxxxx and Xxxxxxx Xxxxx may own, directly or indirectly, solely as an investment, up to 2% of any class of any securities traded on a national securities exchange of any business that engages in the event Restricted Business. Nothing contained in this Section 5.06(a) shall prohibit Xxxxx or Xxxxxxx Xxxxx from conducting the employment Xxxxxxx business as it is being conducted on the date hereof. (b) As a separate and independent covenant, each of Xxxxx and Xxxxxxx Xxxxx agrees that, for the Restricted Period, such Seller will in no way, directly or indirectly, interfere with or attempt to interfere with any officers, employees, representatives or agents of the Employee is terminated Businesses and the Institutions in a manner relating to the Businesses that adversely affects such person’s performance of duties with respect to the Businesses, or induce or attempt to induce any of them to leave the employ of the Purchaser or the Institutions or violate the terms of their contracts, or any employment arrangements, with the Purchaser; provided, however, that the foregoing will not prohibit a general solicitation to the public of general advertising. (c) The individual Restricted Period with respect to Xxxxx or Xxxxxxx Xxxxx, respectively, shall be extended by the Company length of any period during which such individual is in violation breach of Section 10 hereof. For the purpose terms of this Section 85.06. (d) Each of Xxxxx and Xxxxxxx Xxxxx acknowledges that the covenants set forth in this Section 5.06 are an essential element of this Agreement and that, but for his or her agreement to comply with these covenants, the phrases "in competition with" Parent and "in conflict with" the Purchaser would not have entered into this Agreement. Each of Xxxxx and Xxxxxxx Xxxxx acknowledges that this Section 5.06 constitutes an independent covenant that shall not be deemed to apply to affected by performance or nonperformance of any Person whose activities do not involve similar lines other provision of business now or hereafter undertaken this Agreement by the Company Parent or any Affiliatethe Purchaser. In the event Each of Xxxxx and Xxxxxxx Xxxxx has independently consulted with his or her respective counsel and after such consultation agrees that the provisions of covenants set forth in this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law5.06 are reasonable and proper.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge (a) In furtherance of the sale of the Stock to the Buyer, upon the consummation of the transactions contemplated herein and experience in more effectively to transfer and protect the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementCompany, the Employee Stockholder agrees that during the Employee's employment by the Company and for a period ending on the third anniversary of one the date hereof, it will not (1i) year thereafterdirectly or indirectly own, subject to manage or operate an equipment lease brokerage business anywhere in the performance by Commonwealth of Pennsylvania and any other state in which the Company of presently conducts its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature that sells to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with of the Company's or its Affiliates' interestsPartnership's existing customers; provided that ownership of not more than five percent (5%) of the issued and outstanding shares of a class of securities of a corporation, or solicit for employment the securities of which are traded on a national securities exchange or in any other fashion hire any the over-the-counter market, shall not be deemed ownership of the employees issuer of such shares for the purposes of this paragraph; or agents of the Company (ii) induce or its Affiliates or, with respect attempt to the two (2) year period referred to above, persuade any person who was an employee or agent of the Company to terminate such employment or agency relationship in order to enter into any such relationship with the Stockholder or any of its Affiliates at subsidiaries or affiliates or to enter into any time within six months prior such relationship on behalf of any other business organization in competition with the Company. Nothing contained herein shall be deemed a restriction on the Stockholder's right to the termination of employment hereunder; provided, however, that this provision shall terminate merge with or be acquired by any entity engaged in the event equipment leasing business and no such merger or acquisition shall constitute a breach hereunder. (b) Without limiting the employment right of the Employee is terminated Buyer and any of its successors or assigns to pursue all other legal and equitable rights available to them for violation of the covenant set forth in Section 3.1(a) above by the Company in Stockholder, it is agreed that other remedies cannot fully compensate the Buyer and its successors and assigns for such a violation of Section 10 and that the Buyer and its successors and assigns shall be entitled to injunctive relief to prevent violation or continuing violation hereof. For It is the purpose intent and understanding of this Section 8each party hereto that if, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdictionaction before any court or agency legally empowered to enforce this covenant, any term, restriction, covenant or promise is found to be unreasonable and for that reason unenforceable, then such provisions term, restriction, covenant or promise shall be deemed reformed in such jurisdiction modified to the maximum time, geographic, service extent necessary to make it enforceable by such court or product limitations permitted by applicable lawagency.

Non-Competition. The Employee acknowledges Provided that he will acquire specialized knowledge and experience in this Agreement has not been breached by the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementCorporation, the Employee agrees that during the Employee's employment by the Company and for a period of he shall not at any time prior to one (1) year thereafter, subject after the earlier to occur of (i) the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term)Term hereunder and (ii) the termination of his employment with the Corporation, own, manage, operate, be a director or an employee of, or a consultant to any business or corporation which is conducting any business within the generic drug industry or which competes with or conducts the same business as or similar to that conducted by the Corporation in the United States. The Employee further agrees that, provided this Agreement has not been breached by the Corporation, he shall not, unless acting pursuant hereto or at any time prior to one (1) year after the earlier to occur of (i) the expiration of the Term hereunder and (ii) the termination of his employment with the prior written consent of Corporation, assist or allow any such business or corporation to hire anyone who was employed by the Board, directly Corporation at such time or indirectly, render at any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within time during the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire preceding twelve months. If any of the employees provisions of this section, or agents any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the Company provisions of this section, or its Affiliates orany part thereof, with respect is held to the two (2) year period referred to above, any person who was an employee or agent be unenforceable because of the Company duration of such provision, the area covered thereby or its Affiliates at any time within six months prior the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the termination duration, geographic area and/or other terms of employment hereunder; providedsuch provision and, howeveras so modified, that this said provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not then be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliateenforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of this Section should ever be adjudicated to exceed the timescope thereof or otherwise, geographic, service it is the intention of the parties hereto that such determination not bar or product limitations permitted by applicable law in any jurisdiction, then way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions shall be deemed reformed in such other jurisdictions, the above provisions as they relate to each jurisdiction to the maximum timebeing, geographicfor this purpose, service or product limitations permitted by applicable lawseverable into diverse and independent covenants.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge (a) In furtherance of the sale of the Stock to the Buyer, upon the consummation of the transactions contemplated herein and experience in more effectively to transfer and protect the business of the Company, the Seller agrees that for a period ending on the fifth anniversary of the date hereof, he will not (i) directly or indirectly own, manage or operate a home and office water delivery business anywhere in New York or in any other state in which the Company presently conducts its business, that sells to any of the Company's existing customers; provided that ownership of not more than five percent (5%) of the issued and its Affiliates and that if outstanding shares of a class of securities of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market, shall not be deemed ownership of the issuer of such shares for the purposes of this paragraph; or (ii) induce or attempt to persuade any employee or agent of the Company to terminate such employment or agency relationship in order to enter into any such relationship with the Seller or any of his knowledge, experience, reputation subsidiaries or contacts are used by affiliates or to enter into any such relationship on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere other business organization in competition with the Company or the Buyer. (b) Without limiting the right of the Buyer and any of its Affiliates successors or which assigns to pursue all other legal and equitable rights available to them for violation of the covenant set forth in Section 3.1(a) above by the Seller, it is in conflict with agreed that other remedies cannot fully compensate the Company's Buyer and its successors and assigns for such a violation and that the Buyer and its successors and assigns shall be entitled to injunctive relief to prevent violation or its Affiliates' interestscontinuing violation hereof. It is the intent and understanding of each party hereto that if, or solicit for employment or in any other fashion hire action before any of the employees court or agents of the Company or its Affiliates or, with respect agency legally empowered to the two (2) year period referred to aboveenforce this covenant, any person who was an employee term, restriction, covenant or agent of the Company or its Affiliates at any time within six months prior promise is found to the termination of employment hereunder; provided, however, be unreasonable and for that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdictionreason unenforceable, then such provisions term, restriction, covenant or promise shall be deemed reformed in such jurisdiction modified to the maximum time, geographic, service extent necessary to make it enforceable by such court or product limitations permitted by applicable lawagency.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for For a period of one five (15) year thereafteryears from the Closing Date, subject to the performance except as Buyer may otherwise consent in writing, neither Seller, Xxxx Xxxxxxxxxx or any business owned by the Company of its obligations under Section 10 hereof upon a Termination of Employment or controlled by Xxxx Xxxxxxxxxx (whether prior toincluding without limitation Transfer Online, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the BoardInc.) shall, directly or indirectly, render as a principal, agent, partner, member, shareholder, trustee, consultant, independent contractor, or otherwise: (i) own, develop, manage, operate, control or otherwise be in any services manner affiliated or connected with, or engage or participate in the ownership, development, management, operation or control of (as independent contractor, or otherwise), any business or entity which as one of its business activities competes, directly or indirectly, with Buyer in connection with the operation of a business, commercial, trading platform for sales or professional nature to any Person, whether for compensation or otherwise, within resales of securities anywhere in the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderworld; provided, however, that (a) the Seller and Transfer Online, Inc. will have the right to use the Assets pursuant to the license granted in this provision Agreement with the Seller’s or Transfer Online Inc.’s current domestic customers, which are listed on Schedule F, which shall terminate be provided within 5 days of execution of this Agreement, and (b) Buyer acknowledges its intention and good faith obligation (pursuant to Section 4.3(d))to joint venture the trading platform with Seller in India should Seller introduce an interested party; (ii) lend money, loans, make gifts of money or other property, or otherwise lend financial or other assistance in any form to any person, firm, association, partnership, venture, corporation or other business entity who is engaged or will within the event the employment period prescribed above engage in any of the Employee is terminated activities prohibited by the Company in violation clause (i). If Seller breaches or threatens to commit a breach of Section 10 hereof. For the purpose any of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of Section 4.3 (such provisions, the “Restrictive Covenants”), Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Company under law or in equity: The right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, all without the need to post a bond or any other security or to prove any amount of actual damage or that money damages would not provide an adequate remedy, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Company and that money damages will not provide adequate remedy to Company. If any court determines that any of the Restrictive Covenants, or any part thereof; is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. Seller hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term. Notwithstanding any other provision to the contrary, this Section should ever be adjudicated to exceed 4.3 shall survive Closing, termination or cancellation of this Agreement for a period of five (5) years. Notwithstanding the timeforegoing, geographic, service or product limitations permitted by applicable law nothing in any jurisdiction, then such provisions this Agreement shall be deemed reformed interpreted to prevent Xxxx Xxxxxxxxxx or Transfer Online, Inc., from engaging in such jurisdiction to the maximum timeordinary and customary business activities of Transfer Online, geographic, service Inc. or product limitations permitted business activities of a securities transfer agent licensed by applicable lawthe US Securities and Exchange Commission as a stock registrar and transfer agent.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge Each of the Shareholders and experience Shareholder Beneficiaries hereby agrees that, in order to protect the business goodwill of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In in consideration of the benefits specified each Shareholder and each Shareholder Beneficiary will or may receive under this Agreement and the Related Documents, including the payments that may be made to such Shareholder with respect to such Shareholder’s Shares pursuant to this Agreement (and such Shareholder Beneficiaries’ benefits in this Agreementrespect of such payments), the Employee agrees that during the Employee's employment by period commencing on the Company date hereof and for a period of one (1) year thereafter, subject to continuing through the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration end of the Employment Term), the Employee Restriction Period (as defined below) each Shareholder and Shareholder Beneficiary shall not, unless acting pursuant hereto or with without the prior written consent of the BoardParent, directly or indirectly, render any run, own, manage, operate, control, be employed by, provide consulting services of a businessto, commercialbe an officer or director of, participate in, lend his name to, invest in, or professional nature to otherwise be connected or affiliated in any Person, whether for compensation or otherwise, within the United States or elsewhere in competition manner with the Company management, ownership, operation or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any control (all of the employees or agents foregoing being referred to herein as “Relationships”) of (i) during the portion of the Company or its Affiliates or, with respect to Restriction Period during which the two (2) year period referred to above, any person who was applicable Shareholder Beneficiary is engaged as an employee or agent consultant by the Parent or any of its Subsidiaries (which restriction shall apply to the Shareholder owned by such Shareholder Beneficiary), any business, venture or activity that is in any way or manner competitive with the business of either the Parent or the Surviving Corporation, including but not limited to retention marketing and customer communication software and/or services for the dental practice sector, or any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that in any way or manner competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Parent or Surviving Corporation or (ii) during the portion of the Company Restriction Period in which the applicable Shareholder is not engaged as an employee or consultant by the Parent or any of its Affiliates at any time within six months prior Subsidiaries (which restriction shall apply to the termination of employment hereunder; Shareholder owned by such Shareholder Beneficiary) any business, venture or activity that is in any way or manner competitive with any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that in any way or manner competes with any product or service developed, manufactured, marketed, licensed, sold or provided, howeveror planned to be developed, that this provision shall terminate in the event the employment of the Employee is terminated manufactured, marketed, licensed, sold or provided, by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law.Parent or

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge hereby accordingly agrees that, for the consideration stated herein and experience in other compensation payable to the business of Employee, during Employee's employment with the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and continuing thereafter for a period of one (1) year thereafteryears, subject to the performance Employee will not: (a) Conduct or engage in (whether as an owner, principal, partner, member,employer, employee, representative, distributor, officer, director or otherwise) any business or enterprise (whether or not for profit) which offers or performs services in direct competition with those services being offered, provided or contemplated by the Company now or at any time during Employee's employment by the Company anywhere in United States of its obligations under Section 10 hereof upon a Termination of Employment America or any other geographic area in which the Company is now or then conducting business. (whether prior tob) divert, take away, solicit or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardinterfere with, directly or indirectly, render any services Company business from any investors, employees, customers, suppliers, franchisees (current and prospective), trade or other patronage of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit . The parties hereto hereby acknowledge and agree that the restrictions contained in this Agreement are reasonable and necessary for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8preserving for the Company, its business and goodwill and other proprietary rights. It is the phrases "in competition with" desire and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines intent of business now or hereafter undertaken by the Company or any Affiliate. In the event parties that the provisions of this Section should ever Agreement be adjudicated enforced to exceed the timefullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement may be sought. Accordingly, geographicto the extent any provision hereof is deemed unenforceable by limitation thereon, service or product limitations permitted by applicable law in any jurisdictionthe parties agree that the same shall, then such provisions shall nevertheless, be deemed reformed enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction in which enforcement is sought. Furthermore, if any particular portion of this Agreement be adjudicated as invalid or unenforceable, such portion shall be deleted and such deletion shall apply only with respect to the maximum timeoperation of such portion in the particular jurisdiction in which such adjudication is made. In the event of a breach or threatened breach by the Employee of the provisions hereof, geographicthe Employee acknowledges that the remedy at law would be inadequate and that the Company shall be entitled to an injunction restraining Employee h m such breach, service or product limitations permitted in addition to monetary damages and any other remedy provided by applicable law."

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge Sellers and experience in the business WMI shall not, and shall cause each of the Company and its Affiliates and that if his knowledgetheir subsidiaries not to, experience, reputation directly or contacts are used by indirectly through or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and another entity: (a) for a period beginning on the Closing Date and ending on the fifth anniversary of one the Closing Date, own any interest in an entity engaging in, manage, control or in any manner engage in (1whether as an owner, operator, manager, investor or otherwise) year thereafterany Competitive Activities; provided, subject however, that, the restriction in this clause (a) shall not apply to (i) WMI's ownership of an interest in the performance Onyx Industrial Services business conducted by the Company of Joint Venture so long as WMI and its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall affiliates do not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services increase their financial commitments or contributions to the Joint Venture, (ii) the composting operations of WMI and its subsidiaries as presently conducted, or (iii) the ownership of less than 2% of the stock of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which publicly-held corporation whose stock is in conflict with the Company's or its Affiliates' interests, or solicit for employment traded on a national securities exchange or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, over-the-counter market; (b) with respect to each Customer, for the two period beginning on the Closing Date and ending on the later of (2A) year period referred to above, any person who was an employee or agent the third anniversary of the Company Closing Date and (B) the end of the Customer Contract Term for such Customer, except for providing the services contemplated by Section 4.18.5 to persons who are not affiliated with the Sellers or its Affiliates at WMI, (i) pursue or enter into a contract or arrangement for the disposal of Residuals into a landfill with respect to Residuals generated by, originating from or handled by such Customer or (ii) through a communication directed to such Customer, induce or attempt to induce such Customer to cease doing business with the Companies or any time within six months prior to the termination of employment hereundertheir subsidiaries; provided, however, that this provision clause (b) shall terminate not prohibit WMI, the Sellers or their respective subsidiaries from pursuing or contracting with a Customer in response to a general solicitation for bids from such Customer if such solicitation is limited by its terms to a request for bids or proposals to provide the event services of hauling or disposal of Residuals into a landfill only; and (c) for a period beginning on the Closing Date and ending on the third anniversary of the Closing Date, perform any action, activity or course of conduct consisting of the following: (A) soliciting, recruiting or hiring any employees of either Company or any subsidiary, (B) soliciting or encouraging any employee of either Company or its subsidiary to leave the employment of such Company or subsidiary, and (C) through a communication directed to such person, induce or attempt to induce any supplier, licensor, lessor or other business relation of the Employee is terminated by Companies or any of their subsidiaries to cease doing business with the Companies or any of their subsidiaries; provided, however, that general solicitations not directed at employees of the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" or its subsidiaries shall not be deemed a violation of clauses (A) or (B) above. The Purchaser shall cause the Companies and their subsidiaries following the Closing to apply to any Person whose activities provide the Sellers reasonably prompt written notice whenever a Customer for which the Companies or their subsidiaries do not involve similar lines have a customer contract as of business now the date hereof executes and delivers a contract 39 44 with the Companies or hereafter undertaken by the Company or any Affiliate. In the event their subsidiaries; provided, however, that the provisions of this Section should ever such obligation shall only continue so long as such person would continue to be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawclassified as a Customer hereunder.

Non-Competition. The Employee acknowledges (a) In order that he will acquire specialized knowledge Purchaser may have and experience in enjoy the business full benefit of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementBusiness, the Employee agrees Other Sellers and Seller agree that during the Employee's employment by the Company and for a period of one three (13) year thereafteryears commencing on the Closing Date, subject Seller Parent, the Other Sellers and Seller will not, and will cause their Subsidiaries not to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior and any other Seller Party not to, or as without the result ofexpress written approval of Purchaser, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardengage, directly or indirectly, render in a Competing Business or acquire more than fifteen percent (15%) of the outstanding equity interest in any services Business Competitor, in each case other than the Retained Business. Seller agrees, upon the reasonable request of a businessPurchaser, commercialto use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-competition provisions of the Asset Purchase Agreement between Angel and an Affiliate of Seller, or professional nature to any Persondated as of August 14, whether for compensation or otherwise2005, within as amended (the United States or elsewhere “Semiconductor Business Purchase Agreement”); provided that all costs and expenses incurred in competition connection with the Company enforcement of such rights shall be borne exclusively by Purchaser. For purposes of this Section 6.9: (i) “Competing Business” shall mean developing, manufacturing, selling or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire servicing any of the employees Printer Products for or agents to third parties and (ii) ”Business Competitor” shall mean any Person that derived more than 40% of its consolidated gross revenues from Competing Businesses during the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months four fiscal quarters prior to the termination Seller Parent, Other Sellers, Seller or any of employment hereunder; providedtheir Subsidiaries’ entering into an agreement providing for the investment in or acquisition of such Person, howeverfor which financial statements are available. Notwithstanding the foregoing, that this provision shall terminate in the event the employment none of the Employee Seller Parent, Other Sellers, Seller or any of their Subsidiaries shall be precluded from: (a) engaging in those businesses that are engaged in as of the date of the Closing through the Retained Business, and reasonably expected or foreseeable extensions of those businesses and the products manufactured or sold, and the services developed or provided in connection therewith; (b) acquiring, merging with or consolidating with an entity which, at the time of the parties’ agreement to enter into such transaction is terminated not a Business Competitor and extensions of any business of such entity or its Subsidiaries; (c) being acquired by means of any business combination (including an asset purchase, merger or consolidation) by any Person; (d) engaging in any merger, consolidation or any other business combination with any Person not subject to clause (c) if the Company in stockholders of the Seller Parent, Other Sellers or Seller immediately prior to consummation of such transaction will own 50% or less of the outstanding common stock of the resulting or surviving entity (or the parent thereof); (e) the development, manufacture, supply, distribution, sale, support and maintenance of Printer Products as a component of a product sold by, or incidental to, a Retained Business, a reasonably expected or foreseeable extension of a Retained Business, or any other business of the Other Sellers, Seller or their Subsidiaries that is not itself a violation of Section 10 hereof. For the purpose of this Section 8, the phrases "6.9; or (f) engaging in competition with" and "any Competing Business engaged in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company Other Sellers, Seller or their Subsidiaries as a result of any Affiliatetransaction contemplated by clause (b) or (d) and any extensions of such Competing Business. In Following any acquisition as described in the event that foregoing clause (c), the provisions of this Section should ever 6.9 shall continue to apply solely to Seller Parent, Seller and their Subsidiaries, and not to any other Affiliates of Seller. Notwithstanding the foregoing, the provisions of this Section 6.9 shall not restrict the Seller Parent, Other Sellers and Seller or any of their Subsidiaries from acquiring and operating any Business Competitor so long as (i) the Seller Parent, Other Sellers, Seller or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within one year of such transaction such that an acquisition by the Seller Parent, Other Sellers, Seller or such Subsidiary of the retained portion of the Competing Business would be adjudicated to exceed permissible under the timeterms of the foregoing clause (b); and (ii) while owned, geographicthe Seller Parent, service Other Sellers and Seller and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or product limitations permitted Licensed Business Intellectual Property Rights held by applicable law in any jurisdictionthe Other Sellers, then such provisions shall be deemed reformed in such jurisdiction Seller or their Subsidiaries prior to the maximum time, geographic, service or product limitations permitted by applicable lawdate of such acquisition.

Non-Competition. The (a) Employee acknowledges that he will acquire specialized knowledge covenants and experience in the business of the Company and its Affiliates and that if his knowledgeagrees that, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company Term or a Renewal Period and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration after he ceases being an employee of the Employment Term)Company, the Employee shall will not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a businessown, commercialmanage, operate or control, or professional nature to participate in the ownership, management operation or control of, any Person, whether for compensation or otherwise, within the United States or elsewhere in competition business competing directly with the Company or its Affiliates or which is in conflict with business conducted on the date of termination hereof by the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate Employee may own not more than 1% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a national securities exchange or regularly traded in the event over-the-counter market by a member of a national securities association. (b) Employee covenants and agrees that, throughout the employment Term or a Renewal Period and for a period of one year after lie ceases being an employee of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8Company, the phrases "in competition with" and "in conflict with" shall he will not be deemed to apply to directly or indirectly induce any Person whose activities do not involve similar lines of business now person associated with or hereafter undertaken employed by the Company or any Affiliate. subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, or solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) If any term of this paragraph 9 is found by any court having jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (d) In the event that Employee shall violate any provision of this Agreement (including but not limited to the provisions of this Section should ever paragraph 9), then Employee hereby consents to the granting of a temporary or permanent injunction against him by any court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be adjudicated a bar or interposed as a defense to exceed the time, geographic, service granting of such temporary or product limitations permitted by applicable permanent injunction against Employee. Employee further agrees that the Company will not have an adequate remedy at law in the event of any jurisdiction, then such breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawof this Agreement.

Non-Competition. The Employee acknowledges During the period commencing on the date of this Agreement and ending on the first anniversary of the first day that he will acquire specialized knowledge (i) BioValve no longer has the right to appoint any Managers to the Board of Managers pursuant to Section 2.1(c) and experience (ii) no Manager appointed by BioValve is serving on the Board of Managers (such period, the "Non-Compete Period"), BioValve shall not directly or indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit its name to be used in connection with, or be otherwise connected in any manner with any business or enterprise engaged in any activity that competes in any way anywhere in the world with the technologies of the Company and its subsidiaries as in existence during the Non-Compete Period (or, until the date that is six months following the first day that (i) BioValve no longer has the right to appoint any Managers to the Board of Managers pursuant to Section 2.1(c) and (ii) no Manager appointed by BioValve is serving on the Board of Managers, that competes in any way anywhere in the world with any activity of the Company (any such business or enterprise, a "Competitive Enterprise")); provided that the foregoing restriction shall not be construed to prohibit the ownership by BioValve together with its Affiliates and that if his knowledgeassociates, experienceas the case may be, reputation or contacts are used by or on behalf of not more than two percent (2%) of any class of securities of any corporation which is engaged in any of the Employee foregoing businesses, having a class of securities registered pursuant to compete the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market; provided further, that such ownership represents a passive investment and that BioValve together with its Affiliates and associates, either directly or indirectly, do not manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising their rights as a shareholder, or seek to do any of the foregoing. During the Non-Compete Period, BioValve shall refrain from contacting any of the Company's clients or customers, or any prospective client or customer with respect to whom a sales effort, presentation or proposal was made or planning to be made by the Company during the Non-Compete Period, for the purpose of soliciting orders, selling or its Affiliates offering for sale any products or to solicit employees or agents away from services that compete anywhere in the world with any material activity engaged in by the Company or its Affiliates, serious harm to during the Company and its Affiliates may resultNon-Compete Period. In consideration of the benefits specified in this Agreement, the Employee BioValve further agrees that during the Employee's employment by the Company and for a period of one (1) year thereafterNon-Compete Period, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee BioValve shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render solicit or influence any services individual who is an employee or consultant of a business, commercial, the Company or professional nature was an employee or consultant of the Company during the Non-Compete Period to any Person, whether for compensation terminate his or otherwise, within the United States her employment or elsewhere in competition consulting relationship with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now for or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawaccept employment with a Competitive Enterprise.

Non-Competition. The Employee acknowledges Each of the Sellers understands that he will acquire specialized knowledge Buyer shall be entitled to protect and experience in preserve the going concern value of the business of the Company Target and its Affiliates Subsidiaries to the extent permitted by Law and that if his knowledgeBuyer would not have entered into this Agreement absent the provisions of this Section 6(d)(i) and, experiencetherefore, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one from the Closing Date until two (12) year thereafter, subject to years after such time (the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term“Restricted Period”), the Employee each Seller shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial(A) engage in activities or businesses, or professional nature to establish any Personnew businesses (in each case whether as an owner, whether for compensation officer, director, manager, partner, employee, independent contractor, consultant or otherwise), within that provides automobile or truck financing loans, or otherwise assists in the provision of or arranges for automobile or truck financing loans, primarily to United States military personnel (whether in the United States or elsewhere in competition elsewhere), or otherwise competes with the Company business conducted by the Target as of the Closing Date or as contemplated to be conducted by Target or its Affiliates or which is Subsidiaries as set forth in conflict with the Company's or its Affiliates' interestsConfidential Memorandum, or solicit for employment (B) influence or in attempt to influence any other fashion hire supplier, licensor, licensee, strategic partner, distributor or customer to terminate or modify any Contract (or any course of dealing thereunder) with Target or any of the employees or agents of the Company or its Affiliates orSubsidiaries (collectively, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder“Competitive Activities”); provided, however, that this provision the foregoing provisions shall terminate in the event the employment not prohibit (x) any Seller from owning up to 2% of the Employee outstanding voting securities of a publicly-traded company so long as neither such Seller, nor any of its Affiliates, seeks to influence or control, or is terminated otherwise involved as an officer, director, manager or employee of, or independent contractor or consultant to, such publicly-traded company, (y) ownership of one or more automobile dealers or dealerships by any Seller, or (z) Xxxxxx from performing services as an employee of Target or its Affiliates after the Company in violation Closing Date on behalf of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" Target and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawits Affiliates which could constitute Competitive Activities.

Non-Competition. The Employee acknowledges Provided that he will acquire specialized knowledge and experience in this Agreement has not been breached by the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this AgreementCorporation, the Employee agrees that during the Employee's employment by the Company and for a period of he shall not at any time prior to one (1) year thereafterafter the expiration or termination of his employment with the Corporation, subject to the performance by the Company of its obligations under Section 10 hereof upon own, manage, operate, be a Termination of Employment (whether prior todirector or an employee of, or as the result ofa consultant to any person, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercialcorporation, partnership, trust, limited liability company or professional nature to any other firm or enterprise ("Person") which is engaged in marketing, whether for compensation selling or otherwise, within distributing products or in developing product candidates in the United States which contain technology meant to achieve all or elsewhere some of the same effects as the Corporation’s Aversion® Technology and are directly competitive with: (a) the Corporation’s products or product candidates in competition development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology. For avoidance of doubt, product candidates are as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination of the Employee's employment and/or described in the Corporation’s most recent filing on Form 10-K with the Company or its Affiliates or which is in conflict with Securities and Exchange Commission as of the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire date of the termination of the Employee’s employment. If any of the employees provisions of this section, or agents any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the Company provisions of this section, or its Affiliates orany part thereof, with respect is held to the two (2) year period referred to above, any person who was an employee or agent be unenforceable because of the Company duration of such provision, the area covered thereby or its Affiliates at any time within six months prior the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the termination duration, geographic area and/or other terms of employment hereunder; providedsuch provision and, howeveras so modified, that this said provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not then be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliateenforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of this Section should ever be adjudicated to exceed the timescope thereof or otherwise, geographic, service it is the intention of the parties hereto that such determination not bar or product limitations permitted by applicable law in any jurisdiction, then way affect the Corporation's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions shall be deemed reformed in such other jurisdictions, the above provisions as they relate to each jurisdiction to the maximum timebeing, geographicfor this purpose, service or product limitations permitted by applicable lawseverable into diverse and independent covenants.

Non-Competition. The Employee acknowledges (a) Until the three (3) year anniversary of the Closing Date, Simon and Xxxxxxxxx each hereby agree that he will acquire specialized knowledge they shall not, either individually or jointly (and experience shall not cause their Affiliates to), engage, directly or indirectly (whether as an officer, director, securityholder, owner, co-owner, partner, promoter, employee, agent, independent contractor, representative, consultant, investor, advisor, manager or otherwise), in any business activities that compete with the business of activities engaged in by the Acquired Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf subsidiaries as of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliatesdate hereof, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or which is defined as the result ofmanufacture, expiration sale and distribution of the Employment Term)kitchen and bathroom cabinets and related products; provided that, the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" Xxxxxxxxx shall not be deemed to have violated this Section 4.2(a) by engaging in the business engaged in by RSI Holding LLC, RSI Communities LLC and their respective subsidiaries as of the date hereof or any extension thereof reasonably related to such business; provided further that, it shall not be a violation of this Section 4.2(a), and Simon and Xxxxxxxxx and any of their respective Affiliates shall not be prohibited in any manner from, directly or indirectly acquiring, holding or otherwise investing in, or Beneficially Owning, securities of any Person through any employee benefit plan or pension plan. (b) The covenants contained in this Section 4.2 shall be deemed to apply separately to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate50 states of the United States of America and the District of Columbia. In It is the event desire and intent of the parties hereto that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions 4.2 shall be deemed reformed in such jurisdiction enforced to the maximum time, geographic, service or product limitations fullest extent permitted by applicable lawunder the Laws and public policies of each jurisdiction in which enforcement is sought. Simon and Xxxxxxxxx acknowledge both that the Acquired Company does business throughout the United States and the reasonableness of this covenant.

Non-Competition. The Employee acknowledges In order that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company Purchaser and its Affiliates may result. In consideration have and enjoy the full benefit of the benefits specified in this AgreementBusinesses, until the Employee agrees that during earlier of (a) the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration third anniversary of the Employment TermClosing Date and (ii) the time Xxx Xxxxxx and Xxxxxx Xxxx cease to be employees of or otherwise provide services to Parent, Star Mountain or any of their respective Affiliates (the "Non-Competition Period"), the Employee shall not, unless acting pursuant hereto or with the prior written consent neither Sellers nor any of the Boardtheir Subsidiaries will, directly or indirectly, render engage in any services of a business, commercialactivity involving, or professional nature own any equity of or debt convertible into equity of, control, operate or assist an entity that is in, any business that competes with the Project Management Business in any jurisdiction in which the Project Management Business operates (the "Competitive Business") or provide any project management related services to a Competitive Business or license, sublicense or otherwise make available to any Person, whether for compensation Person any project management related technology or otherwise, within intellectual property that can be utilized to engage in the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderCompetitive Business; provided, however, that this provision the foregoing shall terminate not prohibit Sellers or any of their Subsidiaries from (i) acquiring, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Sellers and their Subsidiaries do not, in the event aggregate, own more than 5% of any class of securities of such Person; or (ii) acquiring a company (the employment "Diversified Company") or a business having not more than 25% of its gross revenues attributable to a Competitive Business, so long as, with respect to such Diversified Company or business acquired, such Seller and/or its Subsidiaries shall have divested itself within 12 months of its acquisition of such Diversified Company of the Employee is terminated by assets of such Diversified Company that constitute the Company Competitive Business and pending such disposition of the Competitive Business, Sellers and/or its Subsidiaries, as applicable, puts into place procedures reasonably designed to ensure the autonomy and independence of the entity or division engaged in violation of Section 10 hereofthe Competitive Business. For Notwithstanding the purpose of foregoing, nothing contained in this Section 8, 5.7 shall prevent the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company Sellers or any Affiliateof their Subsidiaries through the Government group from providing project management services to government agencies or non-governmental parties involved in government contracts. In the event that the provisions of this Section 5.7 should ever be adjudicated deemed to exceed the time, geographic, service time or product geographic limitations or any other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law. If any Seller violates any of its obligations under this Section 5.7, Purchaser and its Affiliates may proceed against such Seller in law or in equity for such damages or other relief as a court may deem appropriate. Sellers each acknowledge that a violation of this Section 5.7 will cause Purchaser and its Affiliates irreparable harm which cannot be adequately compensated for by money damages. Each Seller therefore agrees that in the event of any actual or threatened violation of this Section 5.7, Purchaser and its Affiliates shall be entitled, in addition to other remedies that they may have, to a temporary restraining order and to preliminary and final injunctive relief against Sellers or such Subsidiary of Sellers to prevent any violations of this Section 5.7, without the necessity of proving actual damages or posting a bond.

Non-Competition. The Employee acknowledges (a) MWW agrees that he will acquire specialized knowledge and experience in not: (i) during the period he is employed by the Company, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that is or shall then be competing with the Business of the Company (as defined below), and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and (ii) for a period of one (1) year thereafter, subject after he ceases to the performance be employed by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the BoardCompany, directly or indirectly, render any services compete with or be engaged in the Business of a business, commercialthe Company, or professional nature to be employed by, or act as consultant to, or be a director, officer, employee, owner, member or partner of, any Personbusiness or organization which, whether for compensation at the time of such cessation, competes with or otherwise, within is engaged in the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with Business as the Company's or its Affiliates' interests, or solicit for employment or except that in any other fashion hire any of each case the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose provisions of this Section 8, the phrases "in competition with" and "in conflict with" shall 6 will not be deemed to breached merely because MWW: (i) owns not more than five percent (5%) of the outstanding common stock of a corporation, if, at the time of its acquisition by MWW, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange; or (ii) MWW is a passive investor in any fund in which he has no investment discretion. This prohibition shall apply to any Person whose activities do not involve similar lines the entire world in recognition of business now the fact that the Company operates on a multi-national basis. "Business of the Company" shall mean the design, manufacture, sale, re-sale, distribution or hereafter undertaken maintenance of character generators that are used by the Company or any Affiliate. In broadcast and cable industries, and products similar to ChyTV. (b) It is the event intent of the parties to this Agreement that the provisions of this Section should ever 6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portions of this Section 6 shall be adjudicated to exceed the timebe invalid or unenforceable, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions or portion thereof shall be deemed reformed in such jurisdiction amended to the maximum timeminimum extent necessary to render such provision or portion valid and enforceable, geographic, service such amendment to apply only with respect to the operation of such provisions or product limitations permitted by applicable lawportions in the particular jurisdiction in which such adjudication is made. (c) The parties acknowledge that damages and remedies at law for any breach of this Section 6 will be inadequate and that the Company shall be entitled to specific performance and other equitable remedies (including injunction) and such other relief as a court or tribunal may deem appropriate in addition to any other remedies the Company may have. MWW also waives the posting of any bond in connection with the issuance of any injunctive relief.

Non-Competition. The Employee In consideration of the Restricted Stock issued to the Participant hereunder, the Participant acknowledges that he will acquire specialized knowledge and experience in the business course of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete Participant’s Service with the Company or its Affiliates the Participant has become and shall become familiar with trade secrets and other Confidential Information concerning the Company and its Affiliates that derive independent economic value from not being generally known, and that the Participant’s services have been and shall be of special, unique or extraordinary value to solicit employees or agents away from the Company and its Affiliates. Therefore, the Participant agrees that, during the period of the Participant’s Service with the Company or its Affiliates and for two (2) years thereafter (the “Restrictive Period”), the Participant shall not engage, directly or indirectly in the Business (as defined below) in any city or within a fifty (50) mile radius of any city in the United States or Brazil in which the Company or its Affiliates currently operate or will operate during the term of this Agreement, or, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render other financial assistance to, or participate in or be connected with, as an officer, director, employee, partner, stockholder, agent, or consultant or otherwise, any Person that competes with the Business; provided, that, for purposes of this Section 4, ownership of securities having no more than two percent (2%) of the outstanding voting power of any publicly traded Business shall not be deemed to be in violation of this Section 4. The Participant expressly agrees and acknowledges that the restrictions contained in this Section 4 are for the purposes of restricting the activities of the Participant only to the extent necessary for the protection of the legitimate business interests of the Company and its Affiliates, serious and do not preclude the Participant from earning a livelihood, nor do they unreasonably impose limitations on the Participant’s ability to earn a living. In addition, the Participant agrees and acknowledges that the potential harm to the Company and its Affiliates may resultof their non-enforcement outweighs any harm to the Participant of its enforcement by injunction or otherwise. In consideration The Participant expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area. The Restrictive Period shall be extended by the length of any period during which the Participant is in breach of the benefits specified in terms of this Section 4 or Section 5. For purposes of this Agreement, “Business” means any business which involves the Employee agrees development, opening, operating or franchising of restaurants that during the Employee's employment by the Company and for a period derive more than twenty-five percent (25%) of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within their annual food sales from steak products in the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable lawBrazil.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in For the business period from the Closing until (a) the closing of the Company OfficeMax Transaction, or (b) if the Merger Agreement is terminated and its Affiliates and that if his knowledgethe OfficeMax Transaction does not close, experience, reputation or contacts are used by or on behalf the three (3) year anniversary of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its AffiliatesClosing, serious harm to the Company each of ODP and its Affiliates may result. In consideration of the benefits specified in this AgreementSeller will not, the Employee agrees and will ensure that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company none of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, Subsidiaries or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the BoardAffiliates will, directly or indirectlyindirectly (including as a stockholder, render consultant, member or partner), engage in the Business in the Restricted Countries as conducted by ODM as of the date hereof, including any services development, design, manufacture, sale or promotion for sale of a businessany product developed, commercialdesigned, manufactured, sold or professional nature to any Person, whether promoted for compensation or otherwise, within sale by the United States or elsewhere Business in the Restricted Countries in competition with ODM. In the Company event that the OfficeMax Transaction closes, for the period from such closing date until the three (3) year anniversary of the Closing, each of ODP and the Pro Forma Entity will not, and will ensure that none of its Subsidiaries or its Affiliates will, directly or which is indirectly (including as a stockholder, consultant, member or partner) engage in conflict with the Company's Business as conducted by ODM as of the date hereof, including any development, design, manufacture, sale or its Affiliates' interestspromotion for sale of any product developed, designed, manufactured, sold or solicit promoted for employment or sale by the Business, in any other fashion hire any Restricted Country where OfficeMax has no active operations as of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderdate hereof; provided, however, that this provision shall terminate for avoidance of doubt, the foregoing will not restrict OfficeMax, ODP, the Pro Forma Entity or any of their Subsidiaries or Affiliates from in any way conducting the event the employment OfficeMax business in those countries where OfficeMax or its Affiliates has active operations as of the Employee is terminated by date hereof, including for the Company avoidance of doubt, in Mexico. Notwithstanding any other provisions of this Section 6.3, none of OfficeMax, ODP, the Pro Forma Entity nor any of their Subsidiaries or Affiliates will be deemed to be in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated 6.3 by virtue of either (i) sales of any product to exceed the time, geographic, service or product limitations permitted by applicable law customers located in any jurisdictionRestricted Country where orders for such products have been placed through OfficeMax, then ODP, the Pro Forma Entity or any of their Subsidiaries or Affiliates in a jurisdiction outside the Restricted Countries, through online sales or other media not primarily directed at customers in the Restricted Countries, or through other channels not primarily directed at customers in the Restricted Countries, or (ii) any communications (whether by press release, internet, email, social media, public announcement or otherwise) that are not primarily directed at customers in a Restricted Country. For the purposes of this Section 6.3, (x) no owner of less than five percent of the outstanding equity or voting interests of any Person and (y) no director (or other equivalent position on an equivalent governing body) of any Person, and (z) without limiting clause (x) hereof, no pension plan, savings plan or other similar employee benefit plan owning any equity or other interests in a Person for passive investment purposes only, in any such provisions case will be deemed to be engaged in the business of such Person solely as a result of ownership of such equity or voting interests or such directorship. Notwithstanding the above, the Parties expressly agree that ODP, Seller and any of their Affiliates reserve the right to source any product from any manufacturer within the Restricted Countries, in the understanding that such products shall be deemed reformed in such jurisdiction to offered for sale or other use outside the maximum timeRestricted Countries. For purposes of this Section 6.3, geographic, service or product limitations permitted by applicable lawODP and Seller acknowledge that Mexico is the only Restricted Country where OfficeMax has active operations as of the date hereof.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified (i) Nothing in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees agreements comprising the Fresh Juices Sublicense as defined in this Settlement Agreement shall be construed to prohibit or agents of restrict FSC from supplying, in any bottled, non-bottled or pre-bottled form, custom blend fresh juice-based products, including, without limitation, smoothies, which are designed to be sold for use at home or by the Company ultimate consumer in a Xxxxxx machine, or its Affiliates orsimilar machine (including blenders) ("Custom Blended Fresh Juice Products"), provided that neither the designation '"XXXXXX" nor "XXXXXX'X", alone or in combination with any other word(s), or any form, variation or composite thereof, is used in any manner whatsoever in connection with any such Custom Blended Fresh Juice Products as a trademark, service xxxx, trade name, company name, corporate name, doing business name or otherwise. Other than with respect to its supply obligations to FSC, HJI shall not manufacture, sell, distribute or supply any Custom Blended Fresh Juice Products. (ii) In the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates event that at any time within six months prior to during the termination term of employment hereunder; providedthe Juices Royalty Agreement, howeveras amended, that this provision shall terminate in FSC elects (at its sole option) to sell, manufacture or distribute under a trademark not using the event the employment of the Employee name "Hansens" any juice based product that is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" to any product presently manufactured and "in conflict with" distributed solely by HJI, then FSC must first obtain the prior consent of HJI, which consent shall not be deemed unreasonably withheld by HJI. FSC shall give to apply HJI at least sixty (60) days prior written notice with respect to any Person whose activities do not involve similar lines describing said product(s) and its intended uses (the "Notice"), and HJI shall respond within thirty (30) days from the receipt of business now or hereafter undertaken by the Company or any AffiliateNotice. In the event that HJI rejects FSC's request contained in the provisions Notice, then: (i) HJI's response to FSC shall set forth HJI's reasons why it is disapproving FSC's request, and (ii) if FSC is of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdictionopinion that HJI has unreasonably disapproved FSC's request, then FSC may, at its option, submit such provisions shall be deemed reformed in such jurisdiction dispute to Arbitration pursuant to the maximum time, geographic, service or product limitations permitted by applicable lawprocedures set forth in Paragraph 17 hereinafter.

Non-Competition. (a) The Employee acknowledges that he will acquire specialized knowledge Seller and experience in the business Former Interest Holders agree that, from the date hereof until the date three years after the Closing Date or, if earlier, the date of the dissolution or liquidation of the Company and its Affiliates and that if his knowledge(or any successor thereto) (the "Non-Competition Period"), experience, reputation within any jurisdiction or contacts are used by or on behalf of the Employee to compete with marketing area in which the Company or any of its Affiliates is doing business or is qualified to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boarddo business, directly or indirectly, render any services of a businessthey shall not own, commercialmanage, operate, control, or professional nature participate in the ownership, management, operation or control of, or be connected in any manner with any manufacturer of products, including systems, equipment, software, services, and support services related thereto, for entertainment, passenger information, passenger communication and monitoring purposes used solely by passengers and cabin crew on board commercial passenger transport aircraft ("In-Flight Entertainment Systems") (an "In-Flight Entertainment Business") other than the Company, other than with respect to the current business of the Seller and the Former Interest Holders in connection with (i) the provision of aircraft-specific engineering services to commercial airlines, (ii) the installation in aircraft of systems manufactured by third parties and (iii) the servicing of such systems on an ongoing basis; provided, that any of the Seller and the Former Interest Holders may incorporate goods and services produced by an In-Flight Entertainment Business other than the Company in such party's products if customers of such party request it to do so; and provided, further, that nothing contained in this Section 5.05 shall restrict or prohibit any of the Seller and the Former Interest Holders from providing repair or maintenance service to Persons manufacturing, selling or servicing In-Flight Entertainment Systems. (b) Each of the Seller and the Former Interest Holders also agrees for the duration of the Non-Competition Period not to persuade or attempt to persuade any potential customer to which the Company or any of its subsidiaries has made a presentation, or with which the Company or any of its subsidiaries has been having discussions, not to hire the Company or such subsidiary, or to hire another company. (c) Each of the Seller and the Former Interest Holders also agrees for the duration of the Non-Competition Period not to solicit for itself or any Person other than the Company or any of its subsidiaries the business of any Person, whether for compensation or otherwise, within the United States or elsewhere in competition connection with the Company or its Affiliates or sale of In-Flight Entertainment Systems, which is in conflict with the Company's a customer, supplier or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents distributor of the Company or any of its Affiliates orsubsidiaries, with respect to the or was its customer, supplier or distributor within two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months years prior to the termination date of employment hereunder; provided, however, that this provision shall terminate in the event the employment Agreement. (d) Each of the Employee is terminated by Seller and the Company Former Interest Holders acknowledges that a breach of its covenants contained in violation Sections 5.05(a) through (c) may cause irreparable damage to the Purchaser, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, each of the Seller and the Former Interest Holders agrees that if it breaches any of the covenants contained in Sections 5.05(a) through (c) in addition to any other remedy which may be available at law or in equity, the Purchaser shall be entitled to specific performance and injunctive relief. (e) Each of the Seller and the Former Interest Holders further acknowledges that the time, scope, geographic areas and other provisions of Section 10 hereof. For 5.05(a) have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the purpose circumstances of the activities contemplated by this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any AffiliateAgreement. In the event that the provisions agreements in Section 5.05(a) shall be determined by any court of this Section should ever competent jurisdiction to be adjudicated to exceed the time, geographic, service unenforceable by reason of their extending for too great a period of time or product limitations permitted over too great a geographical area or by applicable law reason of their being too extensive in any jurisdictionother respect, then such provisions they shall be deemed reformed in such jurisdiction interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum timeextent in all other respects as to which they may be enforceable, geographic, service or product limitations permitted all as determined by applicable lawsuch court in such action.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge Xxxxxxxxxx covenants and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's his employment by the Company hereunder and for a period of one (1) year thereaftertwo years after his employment hereunder is terminated, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall he will not, unless acting pursuant hereto or with without the prior written consent of Auto, (a) compete with the Boardbusiness of Auto or any of its subsidiaries or affiliates and, in particular, he will not without such consent, directly or indirectly, render any services of a businessown, commercialmanage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or professional nature to be connected as a director, officer, employee, partner, consultant or agent with, any Person, whether for compensation or otherwise, within the United States or elsewhere business in competition with or similar to the Company business of Auto or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees its subsidiaries or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunderaffiliates; provided, however, that this provision shall terminate in the event the employment Xxxxxxxxxx may own up to two percent of the Employee capital stock of any publicly traded corporation in competition with the business of Auto or any of its subsidiaries or affiliates if the fair market value of such corporation's outstanding capital stock exceeds $100 million, and (b) divert, take away, interfere with or attempt to take away any present or former employee or customer of Auto or any of its subsidiaries or affiliates. The provisions of this Section 9 shall no longer be applicable if Xxxxxxxxxx'x employment is terminated by Auto (other than for cause) or by Xxxxxxxxxx pursuant to the Company in violation provisions of Section 10 hereof. For 8(b)(i) hereof during the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any AffiliateEmployment Term. In the event that the provisions of this Section 9 should ever be adjudicated deemed to exceed the time, geographic, service time or product geographic limitations or any other limitations permitted by applicable law in any jurisdictionlaw, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law. Xxxxxxxxxx acknowledges and agrees that the foregoing covenant is an essential element of this Agreement and that, but for the agreement of Xxxxxxxxxx to comply with the covenant, the Company would not have entered into this Agreement, and that the remedy at law for any breach of the covenant will be inadequate and the Company, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage.

Non-Competition. The Employee Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company, the amount of sensitive and confidential information involved in the discharge of the Executive’s position as Senior Vice President, Finance, and Chief Financial Officer, and the harm to the Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that during the entire period that he will acquire specialized knowledge and experience is employed by the Company, he shall not, directly or indirectly in any manner or capacity (e.g., as an advisor, principal, agent, partner, officer, director, shareholder, employee, member of any association or otherwise) engage in, work for, consult, provide advice or assistance or otherwise participate in any activity that is competitive with the business of the Company. The Executive further agrees that during such period he will not assist or encourage any other person in carrying out any activity that would be prohibited by the foregoing provisions of this Section 11 if such activity were carried out by the Executive and, in particular, the Executive agrees that he will not induce any employee of the Company and its Affiliates and to carry out any such activity; provided, however, that if his knowledgethe “beneficial ownership” by the Executive, experience, reputation either individually or contacts as a member of a “group,” as such terms are used by or on behalf in Rule 13d of the Employee General Rules and Regulations under the Exchange Act, of not more than one percent (1%) of the voting stock of any publicly held corporation shall not be a violation of this Restated Agreement. It is further expressly agreed that the Company will or would suffer irreparable injury if the Executive were to compete with the Company or its Affiliates any subsidiary or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration affiliate of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For this Restated Agreement and that the purpose Company would by reason of this Section 8such competition be entitled to injunctive relief in a court of appropriate jurisdiction, and the phrases "Executive further consents and stipulates to the entry of such injunctive relief in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by such a court prohibiting the Executive from competing with the Company or any Affiliatesubsidiary or affiliate of the Company in violation of this Restated Agreement. In The Executive further agrees that his continued compliance with the foregoing provisions of this Section 11 following his termination of employment with the Company shall be a condition precedent to his entitlement to any severance benefits to be provided under this Restated Agreement. Accordingly, in the event that the Executive breaches the provisions of this Section should ever 11 following his termination of employment with the Company, the Executive shall no longer have the right to receive any salary continuation payments under Section 6.2.2, 7.2.2 or 8.2, whichever is applicable, in excess of the greater of (i) six (6) months of such salary continuation payments or (ii) the actual salary continuation payments made to date (with such limited salary continuation payments to serve as the consideration for his requisite Release), shall immediately terminate, any stock options or other equity awards outstanding at the time of such breach shall, to the extent those options or awards vested on an accelerated basis pursuant to Section 3.3.2, immediately terminate and cease to be adjudicated outstanding or exercisable, and the extension of the post-termination exercise period provided for the Executive’s outstanding stock options pursuant to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions Section 3.3.2 shall be deemed reformed in such jurisdiction to the maximum timeimmediately cancelled, geographic, service whether or product limitations permitted by applicable lawnot those outstanding options vested on an accelerated basis.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in (a) Until such date as there is no Stockholder Designee then serving on the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee Board pursuant to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during Stockholders and the Employee's employment by the Management Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Boardand shall cause their respective controlled Affiliates not to, directly or indirectly, render any services of a businessacquire, commercial, hold or professional nature to any Person, whether for compensation otherwise invest in or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire Beneficially Own any of the employees companies set forth on Schedule 4.4 (each such company and its successors and assigns (by (i) any securities or agents assets of any Person through any employee benefit plan or pension plan, (ii) securities of any Competitor having less than 5% of the Company outstanding voting power of such Person, so long as neither the Management Company, the Stockholders nor any of their respective controlled Affiliates control such Competitor, or its Affiliates or(iii) any securities of any Person or any assets that, in either case, are disposed of by a Competitor in a divesture or similar transaction where such Person or assets so disposed of by the Competitor is not directly competitive with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated business conducted by the Company in violation of Section 10 and the Target on the date hereof. For the purpose of The noncompetition covenants contained in this Section 8, the phrases "in competition with" and "in conflict with" Agreement shall not be deemed to apply separately, not collectively, to each city, county, state and country of any Person whose activities do not involve similar lines of business now or hereafter undertaken by geographic area in which the Company or any AffiliateCompany Subsidiary conducts its business as of the date hereof and shall be severable as to each such city, county, state and country of any such geographic area. In It is the event desire and intent of the parties hereto that the provisions of this Section should ever 4.4(a) shall be adjudicated enforced to exceed the timefullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 4.4(a) is unenforceable, geographicsuch court will have the power to reduce the duration or scope of such provision, service as the case may be, or product limitations permitted terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by applicable law in any jurisdictiona court, then such provisions but shall be deemed reformed in such jurisdiction amended to the maximum timeextent required to render them valid and enforceable, geographicsuch amendment to apply only with respect to the operation of this Section 4.4(a) in the jurisdiction of the court that has made the adjudication. For the avoidance of doubt, service if the Stockholder Designees resign from the Board for the purpose, in whole or product limitations permitted by applicable lawin part, of the Stockholders and the Management Company (and each of their respective controlled Affiliates) no longer being subject to the restrictions set forth in this Section 4.4, the right of ACP to designate Stockholder Designees pursuant to Section 3.1 shall be terminated permanently. (b) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4.4 is invalid, unenforceable or overbroad, the parties agree that the court making such determination 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, enforceable and reasonable and that comes closest to expressing the intention of the invalid or unenforceable term or provision (but in no event increasing the obligations of the Stockholders in any respect hereunder).

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge (a) In consideration of, and experience as a material inducement to, PubCo entering and/or causing the Company to enter into the Acquisition Agreements and the agreements set forth in Section 4 hereof, and to satisfy a condition to the business closing of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used transactions contemplated by or on behalf each of the Employee to compete with Acquisition Agreements and the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliatesissuance contemplated by Section 4 hereof, serious harm EnerVest voluntarily agrees to the Company and its Affiliates may result. In consideration of the benefits specified covenants set forth in this Agreement. EnerVest agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, will not cause EnerVest or the Employee Restricted Persons undue hardship, and are necessary to prevent unfair competition and to protect the goodwill, value and substantial legitimate business interests associated with the assets and business purchased by PubCo and that EnerVest and the Restricted Persons are causing to be conveyed pursuant to the Acquisition Agreements. (b) EnerVest agrees that that, during the Employee's employment by the Company and for a period of one (1) year thereafterProhibited Period, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee EnerVest shall not, unless acting pursuant hereto or and EnerVest shall cause the Restricted Persons to not (in each case, other than with the prior PubCo’s written consent of the Boardconsent), directly or indirectly, render for EnerVest or any services Restricted Person or on behalf of or in conjunction with any other Person: (i) engage in or participate in the Business within the Market Area; (ii) own, manage, operate, become a businesspartner, commercialmanager, member, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interestsofficer of, or solicit for employment loan money to, any Person engaged in, or, to EnerVest’s knowledge, planning to engage in, the Business in the Market Area; or (iii) appropriate any Business Opportunity of, or relating to, PubCo or any of its direct or indirect subsidiaries located in the Market Area; provided that the foregoing clauses (i) - (iii) shall not prohibit (y) (A) EnerVest or a Restricted Person from engaging in Business to the extent applicable to its ownership of those Oil and Gas Interests described on Exhibit A owned by any such Person as of the Closing Date, (B) any EV Person from engaging in Business to the extent applicable to its ownership of any Subject Interests acquired by it pursuant to Section 2, (C) EVOC from performing its obligations under the Services Agreement, or (D) EnerVest or a Restricted Person from forming a joint venture or other similar partnership or any other fashion hire arrangement with any of the employees or agents of the Company or its Affiliates or, Person with respect to activities outside the two Market Area (2including if such Person is engaged in the Business in the Market Area so long as such joint venture, partnership or other arrangement does not relate to or include Business in the Market Area) year period referred to above, any person who was an employee and (z) EnerVest or agent a Restricted Person from making a Permitted Acquisition. (c) Because of the Company difficulty of measuring economic losses to PubCo and its direct and indirect subsidiaries as a result of a breach or threatened breach of the covenants set forth in this Agreement, and because of the immediate and irreparable damage that would be caused to PubCo and its Affiliates at any time within six months prior direct and indirect subsidiaries for which they would have no other adequate remedy, PubCo and each of its direct and indirect subsidiaries shall be entitled to enforce the termination of employment hereunder; providedforegoing covenants, however, that this provision shall terminate in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the employment necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the Employee is terminated by the Company in violation necessity of Section 10 hereofposting any bond or other security. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" The aforementioned equitable relief shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company PubCo’s or any Affiliate. In of its direct and indirect subsidiaries’ exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to PubCo and each of its direct and indirect subsidiaries (whether arising under contract, at law or in equity). (d) EnerVest acknowledges and agrees that the event that covenants contained in this Section 1 are the result of arm’s-length bargaining and are fair and reasonable in light of (i) the nature and wide geographic scope of the business and assets acquired (directly or indirectly) by PubCo pursuant to the Acquisition Agreements, which such business is engaged throughout the Market Area; (ii) EnerVest’s and the Restricted Persons level of control over and contact with the business and assets conveyed through the Acquisition Agreements, and association with the goodwill of such business and assets; (iii) EnerVest’s and the Restricted Persons’ knowledge of the confidential and proprietary information associated with the business and assets conveyed through the Acquisition Agreements, which information would inevitably be disclosed if EnerVest or any Restricted Person were to violate any of the provisions of this Section should ever 1; and (iv) the consideration that EnerVest and the Restricted Persons are directly and indirectly receiving in connection with the transactions contemplated by the Acquisition Agreements, the Services Agreement and Section 4 hereof and the goodwill and confidential and proprietary information that EnerVest and the Restricted Persons are causing to be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction conveyed and for which PubCo is paying pursuant to the maximum time, geographic, service or product limitations permitted by applicable lawAcquisition Agreements.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for (a) For a period of one fifteen (115) year thereafteryears after the Closing Date, subject to the performance by the Company neither Seller nor any of its obligations under Section 10 hereof upon Subsidiaries (each, a Termination of Employment (whether prior to"Restricted Party" and, or as the result of, expiration of the Employment Term)collectively, the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board"Restricted Parties") shall, directly or indirectly, render any services of a businessanywhere in the world, commercial, or professional nature to any Person, whether for compensation or otherwise, within engage in the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two Business as currently conducted (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder"Competitive Activity"); provided, however, that it shall not be a violation of this provision Section 5.10(a) for a Restricted Party to (i) own any debt securities or other debt obligations (other than convertible debt) of any Person, (ii) invest in, own an interest in or acquire all or a majority of the stock or assets of any Person that is not "significantly engaged in a Competitive Activity" (as defined below) or (iii) invest in securities representing less than five percent (5%) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system. For purposes of this Section 5.10(a), "significantly engaged in a Competitive Activity" shall terminate mean that at least 10% of the consolidated net revenue derived during the last complete fiscal year of the acquired Person is derived from a Competitive Activity. (b) The parties hereto agree that the covenants set forth in this Section 5.10 shall be enforced to the fullest extent permissible under applicable Law. If all or any part of this Section 5.10 is held invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Seller agrees that in the event the employment of the Employee is terminated a breach or threatened breach by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company it or any Affiliate. In the event that of its Subsidiaries of the provisions of this Section should ever 5.10, money damages would not be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions an adequate remedy and that Purchaser shall be deemed reformed in entitled to seek temporary, preliminary or permanent injunctive relief without the necessity of posting a bond. If any part of this Section 5.10 is held to be excessively broad as to duration, scope, activity or subject, such jurisdiction part will be construed by limiting and reducing it so as to be enforceable to the maximum time, geographic, service or product limitations permitted by extent compatible with applicable lawLaw.