Common use of Non-Competition Clause in Contracts

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) During be employed by, engage in or participate in the term of employment of ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee under this Employment Agreement, may make solely passive investments in any Competing Entity the common stock of which is publicly held and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) which the Employee shall not engageown or control, either directly or indirectly, in any manner the aggregate securities which constitute 5% or capacity, in more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or activity which is competitive with any business customer from the Subsidiary or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent Affiliate of the Corporation Subsidiary or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to assist any person, partnershipfirm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other entity who purchased goods provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or services from in equity, the Corporation or its subsidiaries within one Company and the Subsidiary shall be entitled to (1) year before the termination cease or withhold payment or provision of the employment of any severance compensation and benefits to which the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary characterotherwise entitled pursuant to Section 10(a), and cannot be replaced by the Corporation without great difficulty, and that the violation by (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of his agreements any severance compensation payable under this Section (1010(a) would damage and any Closing Bonus theretofore paid to the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawEmployee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that the agreements any obligation of the Employee under to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section (10) may be enforced by 13 and the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) denominator of which shall be determined by any court the total number of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over days comprising the maximum period of time or range of activities as to which it may be enforceableRestricted Period.

Non-Competition. (a) During At all times while the term of employment of Executive is employed by the Employee under this Employment Agreement, Company and during for a period of one (1) year period after the termination of the Executive's employment of with the Employee under this Employment Agreement without regard to Company for any reason, the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee Executive shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, engage in or cause to be employed by another, have any person who was an employee, officer or agent of the Corporation or of interest in any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any personsole proprietorship, partnership, corporation or business or any other person or entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate whether as a directoran employee, officer, 5% stockholderdirector, partner, employeeagent, security holder, creditor, consultant or otherwise, ) that directly or indirectly (or through any affiliated entity) engages in any corporation, partnership competition with the Company; provided that such provision shall not apply to the Executive's ownership of Common Stock of the Company or other entity which is competitive with any business or activity conducted the acquisition by the Corporation. (bExecutive, solely as an investment, of securities of any issuer that is registered under Section 12(b) The Corporation and the Employee agree that the services or 12(g) of the Employee are Securities Exchange Act of a personal1934, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficultyas amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the violation National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. Notwithstanding the foregoing, if either (i) the Company delivers a written notice to the Executive pursuant to Section 2.2 hereof of its intention not to renew the term of this Agreement for reasons other than Cause (as defined in Section 5.1 hereof), or (ii) the Executive's employment is terminated by the Employee Company without Cause pursuant to Section 5.4 of any this Agreement, and within 90 days of such termination the Executive agrees to waive his agreements right to receive a continuation of Base Salary, the bonus, Benefits, and the lump sum payment, otherwise payable to him under clauses (iii), (iv), (v) and (vi) of Section 5.4, by providing the Company a written waiver (the "Waiver") of such right, in such form as the Company reasonably may require, then the Executive shall cease to be subject to the provisions of this Section (10) would damage 6.1 immediately upon the goodwill Expiration Date or upon delivery of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced Waiver by the Corporation in equity by an injunction or restraining order in addition Executive to being enforced by the Corporation at lawCompany, as applicable. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) During be employed by, engage in or participate in the term of employment of ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Employee under this Employment Agreement, may make solely passive investments in any Competing Entity the common stock of which is publicly held and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) which the Employee shall not engageown or control, either directly or indirectly, in any manner the aggregate securities which constitute 5% or capacity, in more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or activity which is competitive with any business customer from the Subsidiary or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent Affiliate of the Corporation Subsidiary or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to assist any person, partnershipfirm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other entity who purchased goods provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or services from in equity, the Corporation or its subsidiaries within one Company and the Subsidiary shall be entitled to (1) year before the termination cease or withhold payment or provision of the employment of any severance compensation and benefits to which the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary characterotherwise entitled pursuant to Section 10(a), and cannot be replaced by the Corporation without great difficulty, and that the violation by (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of his agreements any severance compensation payable under this Section (1010(a) would damage and any Closing Bonus theretofore paid to the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawEmployee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; PROVIDED, HOWEVER, that the agreements any obligation of the Employee under to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section (10) may be enforced by 13 and the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) denominator of which shall be determined by any court the total number of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over days comprising the maximum period of time or range of activities as to which it may be enforceableRestricted Period.

Non-Competition. (a) During the term of employment three (3) year-period following the Closing (such period, the “Non-Competition Period”), in further consideration of the Employee under this Employment Agreementamounts to be paid directly to the Company pursuant to the Tranches Agreements and indirectly benefiting ▇▇▇▇▇▇ through, among other things, his ownership of the ▇▇▇▇▇▇ Stock, ▇▇▇▇▇▇ shall not, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the shall cause of termination of employment and whether or its Affiliates not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employto, directly or indirectly, alone or cause to be employed by anotherin concert with others, any person who was engage in, participate in or otherwise assist (whether as an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a directorowner, officer, 5% stockholder, 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 ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from owning and operating the Permitted Ventures and the business of RISE, partnership 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 other entity which is competitive with 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 business or activity conducted of its Subsidiaries shall require prior approval by Purchaser; and (vi) RISE shall not solicit any current customers of the CorporationCompany 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) The Corporation 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 Employee Non-Compete Covenant, in whole or in part, is null, void and of no effect, and agree that the services 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 Employee are of a personal, special, unique Non-Compete Covenant. ▇▇▇▇▇▇ has consulted with legal counsel regarding the Non-Compete Covenant and extraordinary character, has determined and cannot be replaced by the Corporation without great difficulty, and hereby acknowledges that the violation by the Employee Non-Compete Covenant is reasonable in terms of any of his agreements under this Section (10) would damage duration, scope and area restrictions and is necessary to protect the goodwill of the Corporation Company’s businesses and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that substantial investment made by Purchaser under the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawTranches Agreements. (c) In ▇▇▇▇▇▇ acknowledges that he has carefully read, given careful consideration to, and is in full accord as to the event that necessity of the restraints imposed by this Section (10) shall be determined 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 the shares of Common Stock being acquired by any court Purchaser. ▇▇▇▇▇▇ acknowledges and agrees that the Non-Compete Covenant substantially covers the activities that comprise the market in which the business of competent jurisdiction the Company Group is currently conducted. ▇▇▇▇▇▇ further acknowledges that its agreement to be unenforceable by reason of comply with the Non-Compete Covenant for the Non-Competition Period is manifestly reasonable upon its extending for too long a period of time or over too great a range of activities, face and that it shall be interpreted to extend only over the maximum period of time or range of activities is reasonable as to which it may be enforceabletime 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 ▇▇▇▇▇▇ breach the Non-Compete Covenant. ▇▇▇▇▇▇ further agrees that the nature, kind and character of the Non-Compete Covenant are reasonably necessary to protect the business of the Company Group as currently conducted.

Non-Competition. (a) During The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the term of employment Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee under this Employment Agreementagrees that the following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and during a period of one (1) year after termination of employment other legitimate interests of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, Company: (i) While the Employee is employed by the Company the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, or cause to be employed by anotherwhether as owner, any person who was an partner, investor, consultant, agent, employee, officer co-venturer or agent otherwise (collectively, a “Competitive Role”), actively compete with the Company or any of its subsidiaries or undertake any planning for any business that is Competitive (as defined in the Company’s in the Company’s Proprietary Invention Agreement) with the Company or its subsidiaries. (ii) The Employee agrees that during the twelve (12) months immediately following Employee’s resignation of employment or during six (6) months following an involuntary termination of the Corporation Employee’s employment without Cause, the Employee will not, directly or through any other Person, (A) hire any employee of the Company or any of its subsidiaries or seek to persuade any employee of the Company or any of its subsidiaries to discontinue employment, (B) solicit or encourage any customer of the Company or any of its subsidiaries or independent contractor providing services to the Company or any of its subsidiaries to terminate or diminish its relationship with them or (C) seek to persuade any customer or active prospective customer of the Company or any of its subsidiaries to conduct with anyone else any business or activity that such customer or prospective customer conducts or could reasonably be expected to conduct with the Company or any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationthat time. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During As additional consideration for the term Purchase Price paid by Buyer hereunder, and in order that USL may enjoy the benefits of employment of the Employee under this Employment Agreement, and during for a period of one (1) year after termination of employment of two years from the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the CorporationClosing Date, (i) the Employee Seller shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, directly or cause to be employed by anotherindirectly, any person who was as an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withemployer, contractor, consultant, agent, principal, shareholder, corporate officer, director, or establish in any business venture other individual or representative capacity, engage or participate in cooperation with, any such person which is competitive with any business or activity practice within a fifteen (15) mile radius of the Corporation; (iii) the Employee any location in which any entity in which USL or an Affiliate of USL possesses an ownership interest provides any professional medical services, supplies, or equipment to health care service providers, that is in competition in any manner whatsoever with USL. Seller further agrees that for this same period of time, Seller shall not give, sell use or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries disclose to any personperson or entity (except as required by law) any information concerning the names and addresses of USL’s employees, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestcustomers, or participate as a directorpatients, officerand shall not, 5% stockholderon Seller’s behalf or on behalf of any other person or entity, solicit or attempt to induce any partner, employee, consultant customer, or patient of USL to cease such person’s commercial relationship with USL, or otherwise interfere with the relationship between or among USL and its patients, customers, employees and/or partners. This covenant shall be construed as an agreement ancillary to the other provisions of this Agreement. Without limiting other possible remedies to USL for breach of this covenant, Seller agrees that injunctive or other equitable relief will be available to enforce the covenants of this provision, such relief to be without the necessity of posting a bond, cash, or otherwise. Seller further agrees that if any restriction contained in this section 10 is held by any court to be unenforceable or unreasonable, a lesser restriction will be enforced in any corporationits place and remaining restrictions contained herein will be enforced independently of each other. Seller agrees to pay USL’s and Seller’s own attorneys’ fees, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary charactercourt costs, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated expenses in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by USL chooses, in its sole discretion, to enforce any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceableprovision hereunder.

Non-Competition. (a) During The Employee agrees that his services to the term Company are of employment a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the employees and customers of the Company and its affiliates. Consequently, the Employee under this Employment Agreementagrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, designs, proprietary information and business of the Company that the Employee make the covenants contained herein (collectively the “Noncompete Covenants”). Accordingly, the Employee agrees that, during a the period of the Employee’s employment hereunder and for the period of: (a) one (1) year after termination immediately following the expiration of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of his employment hereunder for cause under Paragraph 6(a) of this Agreement; or (b) the employment remainder of the Employee under Initial Term of this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within plus one (1) year before upon the voluntary termination of this Agreement by Employee pursuant to Paragraph 6(b), he shall not, directly or indirectly: (i) own, operate, manage or be employed by or affiliated with any person or entity that engages in any business then being engaged in by the employment Company or its subsidiaries or affiliates in the geographic area in which the Company conducts its business at the time of such termination (collectively, the “Integrated Companies”); or (ii) attempt in any manner to solicit from any customer or supplier of the Employee under this Employment AgreementIntegrated Companies, business of the type performed for or by the Integrated Companies or persuade any customer or supplier of the Integrated Companies to cease to do business or to reduce the amount of business which any such customer or supplier has customarily done with the Integrated Companies, whether or not the relationship between the Integrated Companies and such customer or supplier was originally established in whole or in part through his efforts; or (iii) employ as an employee or retain as a consultant, or persuade or attempt to persuade any person who is at the Date of Termination or at any time during the preceding year was an employee of or exclusive consultant to the Integrated Companies to leave the Integrated Companies or to become employed as an employee or retained as a consultant by anyone other than the Integrated Companies. (iv) the Employee shall not have (whether alone or as a partner or joint venturer with any material financial interestother person or entity, or participate as a director, officer, 5% stockholder, partnershareholder, employee, consultant or otherwise, in agent of any corporation, partnership corporation or other entity which company or as a trustee of any trust): (a) employ or retain any individual who is competitive with any business or activity conducted by was an employee or officer of the Corporation.Integrated Companies during the twelve (12) month period immediately preceding the date hereof; or (b) The Corporation and contact, solicit or assist in the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee solicitation of any individual described in subparagraph (a) above for the purpose of employing him or obtaining his agreements under this Section (10) would damage services for hire or otherwise causing him to leave his employment or engagement with the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawCompany. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During 4.1 Employee acknowledges and recognizes the term of employment highly competitive nature of the Employee under this business of Employer and its affiliates and accordingly agrees as follows: during the Employment Agreement, Term and during a period of until the date that is one (1) year after termination the date that Employee ceases employment with Employer (such term period hereinafter referred to as the "Noncompetition Period"), Employee will not, within the United States of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employAmerica, directly or indirectly, own, manage, operate, control, be employed by or cause be connected in any manner with the ownership (other than passive investments of not more than one percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), management, operation, or control of any business engaged in the production and/or marketing of dry pasta for human consumption. Notwithstanding any provision of this Agreement to the contrary, if Employee is employed by Employer, any breach of the provisions of this Section 4.1 shall permit Employer to terminate the employment of Employee for Cause (as defined below), and, whether or not Employee is employed by Employer, from and after any breach by Employee of the provisions of this Section 4.1, Employer shall cease to have any obligations to make payments to Employee under this Agreement. 4.2 During the Noncompetition Period, Employee will not directly or indirectly induce any employee of Employer or any of its affiliates to engage in any activity in which Employee is prohibited from engaging by Section 4.1 above or to terminate his employment with Employer or any of its affiliates, will not directly or indirectly assist others in engaging in any of the activities in which Employee is prohibited from engaging by Section 4.1 above, and will not directly or indirectly employ or offer employment to any person who was employed by Employer or any of its affiliates unless such person shall have ceased to be employed by another, any person who was an employee, officer Employer or agent of the Corporation or of any of its subsidiaries at any time during affiliates for a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries at least 12 months. 4.3 In addition to any personpayments Employer is required to make pursuant to Section 7 hereof, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employer and Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwisehereby agree that Employer may, in any corporationits sole discretion, partnership or other entity which is competitive with any business or activity conducted by continue to pay to Employee his Base Salary during the Corporation. (b) The Corporation and the Noncompetition Period. During such period of continued payment, if any, Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction agrees to be unenforceable by reason of its extending for too long a period of time or over too great a range of activitiesavailable, it shall be interpreted consistent with other responsibilities that he may then have, to extend only over the maximum period of time or range of activities as answer questions and provide advice to which it may be enforceableEmployer.

Non-Competition. (a) During the term Non-Competition Period, Executive shall not, without the prior written consent of employment an authorized officer of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employVishay, directly or indirectly, own, manage, operate, join, control, participate in, invest in or cause to otherwise be employed by anotherconnected or associated with, in any person who was manner, including as an officer, director, employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withindependent contractor, or establish any business venture in cooperation withsubcontractor, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not givestockholder, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any personmember, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholdermanager, partner, employeeprincipal, consultant consultant, advisor, agent, proprietor, trustee or otherwiseinvestor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any corporationmanner, partnership any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other entity businesses which is competitive are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services Competing Business of the Employee are of a personal, special, unique and extraordinary charactersame company, and can(y) Executive obtains the prior written consent of Vishay, which consent shall not be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawunreasonably withheld. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment In view of the Employee under this Employment Agreementunique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during a the period of one (1) year after termination of his employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by Company and the Corporation, greater of (i) one year following his employment with the Employee shall not engage, either directly Company or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee Severance Period (the “Non-Competition Period”), Executive shall not work not, whether for compensation or employwithout compensation, directly or indirectly, or cause to be employed by anotheras an owner, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholderprincipal, partner, employeemember, consultant shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or otherwise, in any corporationother capacity whatsoever, partnership alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity engaged in the retail grocery and food services business and related services anywhere in the northeastern United States and in any other state into which is competitive the Board of Directors has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any business member of the Fairway Group or activity conducted solicit, interfere with, entice from or hire from any member of the Fairway Group any employee (or former employee) of any member of the Fairway Group. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the CorporationExecutive, Executive shall be released from his obligations under this Section 9. If Executive does not comply with his obligations under this Section 9 (other than in the circumstances described in the preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments. (b) The Corporation and During the Employee agree that the services Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Employee Fairway Group or any of its affiliates, management, officers, directors, services, products, operations or other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, through its officers and directors, shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to Executive. Notwithstanding the foregoing provisions of this Section 9(b), it shall not be a violation of this Section 9(b) for Executive or the Fairway Group to (i) make truthful statements when required by order of a personalcourt or other body having jurisdiction, specialany governmental investigation or inquiry by a governmental entity, unique and extraordinary charactersubpoena, and cannot court order, compulsory legal process, or as otherwise may be replaced required by law, (ii) make traditional competitive statements in the course of promoting a competing business (except in violation of Section 9, 10 or 11 hereof), (iii) disclose that Executive is no longer employed by the Corporation without great difficultyCompany, and that the violation (iv) rebut inaccurate statements made by the Employee of any of other party or (v) for either party to make truthful statements to enforce his agreements or its rights under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawAgreement. (c) If any portion of the restrictions set forth in this Section 9 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (d) Executive acknowledges that the provisions of this Section 9 were a material inducement to the Company to enter into this Agreement and to employ Executive. Executive further acknowledges that the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the business of the Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its geographic or product and service coverage or length of term. In the event that this Section (10) shall any such territorial or time limitation is deemed to be determined unreasonable by any a court of competent jurisdiction jurisdiction, Executive agrees to be unenforceable the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (e) The existence of any claim or cause of action by reason Executive against the Company or any other member of its extending for too long the Fairway Group shall not constitute a period defense to the enforcement by the Fairway Group of time the foregoing restrictive covenants, but such claim or over too great a range cause of activities, it action shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablelitigated separately.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of one five (15) year years from and after termination the Closing Date, Splitco agrees that it will not (and will cause each of employment its Subsidiaries not to), without the prior written consent of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employTCCC, directly or indirectly, encourage, induce or cause to be employed by anotherentice any Person who is, any person who was an employee, officer or agent as of the Corporation Effective Time, a customer of the North American Business to limit, reduce or of cease to conduct business with TCCC or any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationAffiliates. (b) The Corporation For a period of five (5) years from and after the Employee agree Closing Date, Splitco agrees that it will not (and will cause each of its Subsidiaries not to), without the services prior written consent of TCCC, directly or indirectly, engage in or carry on a business in the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by North American Territory that would compete with the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawNorth American Business. (c) In Notwithstanding the event that foregoing, nothing in this Section 6.15 shall prevent Splitco or any of its Subsidiaries from (10i) obtaining less than five percent (5%) of the outstanding equity or participation interests in any Person, or (ii) engaging in any consolidation, amalgamation, merger or other business combination with, or making any acquisition of or investment in, or otherwise obtaining any direct or indirect interest in, any Person that is engaged in any business, trade or venture competing with the North American Business, if such business, trade or venture consists of less than twenty percent (20%) of the annual sales of such Person, determined by reference to the most recent fiscal year of such Person as of the date Splitco or any of its Subsidiaries engages in such transaction or obtains such direct or indirect interest in such Person; provided, that Splitco or its Subsidiary, as applicable, promptly, and in any event within one year of any such acquisition or transaction, divests itself of all of the assets or operations so acquired that are engaged in any of the actions prohibited in Section 6.15(b). (d) The obligations of Splitco under this Section 6.15 shall be determined in addition to any obligations it may have, directly or indirectly, under any other Contract. Splitco agrees that the remedy at law for any breach of the foregoing will be inadequate and that TCCC, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. (e) If any of the provisions of this Section 6.15 are found by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a broad in scope, whether as to activities restricted, the time period of time such restrictions or over too great a range the geographic areas in which such activities are restricted, the provisions of activitiesthis Section 6.15 shall nevertheless remain effective, it but shall be interpreted deemed amended to extend only over the maximum period of time or range of activities extent considered by such court to be reasonable, and shall be fully enforceable as to which it may be enforceableso amended.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of period during which Employee is employed hereunder (the Employee under this Employment Agreement"Non-Competition Period"), and during and, at the Company's option, for a period of one six months thereafter, provided the Company continues to pay Employee his base salary, as in effect at the date Employee's employment ended (1) year after termination with any severance payments made to Employee credited to such payments), during such six month period, irrespective of employment any claim by Employee of the Employee under a breach by Company of this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, Agreement: (i) the Employee shall will not engage, either directly make any statement or indirectly, perform any act intended to advance an interest of any existing or prospective Competitor (as defined in subparagraph (iii) below) of the Company or any of its Affiliates in any manner way that will or capacitymay injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential customers or clients, or solicit or encourage any other Employee of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliates' interests or in violation of any business or activity which is competitive with any business or activity conducted by the Corporation; provision of this Agreement; (ii) the Employee shall will not work for solicit, divert or employ, directly or indirectlytake away, or cause attempt to be employed by anothersolicit, any person who was an employeedivert or to take away, officer the business or agent of the Corporation or patronage of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the employment Company or its Affiliates which were contacted, solicited or served by employees of the Employee under this Employment Agreement nor shall Company while the Employee form any partnership with, or establish any business venture in cooperation with, any was employed by the Company. This subparagraph (ii) shall only apply to such person which is competitive with any business or activity actions taken by the Employee on behalf of a Competitor of the Corporation; Company, such term is described in subparagraph (iii) below; (iii) the Employee shall will not givedirectly or indirectly (as a director, sell stockholder, officer, executive, manager, consultant, independent contractor, advisor or lease otherwise) engage in competition with, or own any goods interest in, perform any services for, participate in or services competitive be connected with (a) any business or organization which engages in competition with the goods Company or services any of its Affiliates in the United States or any other geographical area where any business is presently carried on by the Company or any of its Affiliates, or (b) any business or organization which engages in competition in such area of business with the Company or any of its Affiliates in any geographical area where any such business shall be hereafter, during the period of the Corporation Employee's employment by the Company, carried on by the Company or any of its subsidiaries Affiliates, if such business is also being carried on by the Company or any of its Affiliates in such geographical area during the Non-Competition Period. Competition shall be deemed to exist between the Company and any personother person or firm which primarily engages in the business of manufacturing, partnershipsale or distribution of network management products, corporation such person or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreementfirm to be defined herein as a "Competitor"; and (iv) the Employee will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, for or on behalf of a Competitor, any employee of the Company or any of its Affiliates; provided, however, that the provisions of this Section 8(a) shall not have be deemed to prohibit the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationpublicly held company. (bi) The Corporation and the Employee agree further agrees that the services limitations set forth in this Section 8 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the Employee are businesses of a personal, special, unique the Company and extraordinary character, its Affiliates. It is understood and cannot be replaced by the Corporation without great difficulty, and agreed that the violation covenants made by the Employee in this Section 8 shall survive the expiration or termination of this Agreement. (ii) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 8 would be inadequate and, therefore, agrees that the Company and any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately its Affiliates shall be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order entitled to injunctive relief in addition to being enforced by the Corporation at law. (c) In the event any other available rights and remedies in cases of any such breach or threatened breach; provided, however, that this Section (10) nothing contained herein shall be determined by construed as prohibiting the Company or any court of competent jurisdiction to be unenforceable by reason of its extending Affiliates from pursuing any other rights and remedies available for too long a period of time any such breach or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablethreatened breach.

Non-Competition. (a) During In consideration of the salary paid to the Employee by the Company, the Employee agrees that during the term of employment of the Employee under this Employment Agreement, and during for a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to following the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; for whatever reason: (iiia) the Employee shall will not giveapproach clients, sell customers or lease any goods or services competitive with the goods or services contacts of the Corporation or its subsidiaries to any person, partnership, corporation Company or other entity who purchased goods persons or services from entities introduced to the Corporation or its subsidiaries within one (1) year before Employee in the termination Employee’s capacity as a representative of the employment 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 under this Employment Agreement; will 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 (iv) the Employee shall not have any material financial interest“Territory”), or participate engage, whether as a director, officer, 5% stockholderprincipal, partner, employee, consultant licensor or otherwise, in any corporation, partnership or other entity which is competitive with any Competitor that carries on its business or activity conducted by part thereof in the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law.Territory; and (c) unless expressly consented to by the Company, the Employee will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. For purposes of this Section 10, a “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from battery products and services similar to those provided by the Company, except that if the Employee is 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. The provisions provided in Section 10 shall be separate and severable, enforceable independently of each other, and independent of any other provision of this Agreement. The provisions contained in Section 10 are considered reasonable by the Employee 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 period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section (10) , the Company shall be determined by any court of competent jurisdiction have right to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceableseek remedies permissible under applicable law.

Non-Competition. (a) During the term of employment In view of the Employee under this Employment Agreementunique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during a the period of one (1) year after termination of his employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by Company and the Corporation, greater of (i) one year following his employment with the Employee shall not engage, either directly Company or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee Severance Period (the “Non-Competition Period”), Executive shall not work not, whether for compensation or employwithout compensation, directly or indirectly, or cause to be employed by anotheras an owner, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholderprincipal, partner, employeemember, consultant shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or otherwise, in any corporationother capacity whatsoever, partnership alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which is competitive the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any business member of the Fairway Group or activity conducted solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the CorporationCompany breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments. (b) The Corporation and During the Employee agree that the services Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Employee Fairway Group or any of its affiliates, management, officers, directors, services, products, operations or other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, formally or through its officers and directors, shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to Executive. Notwithstanding the foregoing provisions of this Section 9(b), it shall not be a violation of this Section 9(b) for Executive or the Fairway Group to (i) make truthful statements when required by order of a personalcourt or other body having jurisdiction, specialany governmental investigation or inquiry by a governmental entity, unique and extraordinary charactersubpoena, and cannot court order, compulsory legal process, or as otherwise may be replaced required by law, (ii) make traditional competitive statements in the course of promoting a competing business (except in violation of Section 9, 10 or 11 hereof), (iii) disclose that Executive is no longer employed by the Corporation without great difficultyCompany, and that the violation (iv) rebut inaccurate statements made by the Employee of any of other party or (v) for either party to make truthful statements to enforce his agreements or its rights under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawAgreement. (c) If any portion of the restrictions set forth in this Section 9 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (d) Executive acknowledges that the provisions of this Section 9 were a material inducement to the Company to enter into this Agreement and to employ Executive. Executive further acknowledges that the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the business of the Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its geographic or product and service coverage or length of term. In the event that this Section (10) shall any such territorial or time limitation is deemed to be determined unreasonable by any a court of competent jurisdiction jurisdiction, Executive agrees to be unenforceable the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (e) The existence of any claim or cause of action by reason Executive against the Company or any other member of its extending for too long the Fairway Group shall not constitute a period defense to the enforcement by the Fairway Group of time the foregoing restrictive covenants, but such claim or over too great a range cause of activities, it action shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablelitigated separately.

Non-Competition. In consideration of the Employee's employment with Employer, its successors, present or future subsidiaries, or assigns during such time as may be mutually agreeable, of the compensation provided herein, of the Employee's Base Salary as an Employee and for other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, Employee agrees: (a) During That during the term of employment of the by Employer, Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or will not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, engage in any manner or capacity, in any a business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employthat competes, directly or indirectly, with any of the products, services or cause businesses of Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such business; (iii) seek in competition with the business of Employer to be employed by anotherprocure orders from or do business with any customer of Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who was is an employeeemployee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, officer assemble, supply or agent deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the Corporation customers, associates, consultants, partners, or employees of Employer to take any action which might be disadvantageous to Employer; provided, however, that nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any of its subsidiaries at any time during corporation so engaged. (b) That for a period of twelve two years following termination of Employee's employment, Employer shall, at its option, have the right to require that the Employee not (12i) months engage in a business that competes, directly or indirectly with any of the products sold or businesses conducted by any division or subsidiary of Employer in which the Employee worked during the two (2) year period prior to the termination of the Employee's employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withby Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or establish any business venture in cooperation witha consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such person which is competitive with any business or activity of the Corporationbusiness; (iii) the Employee shall not give, sell or lease any goods or services competitive seek in competition with the goods business of Employer to procure orders from or services do business with any customer of Employer with which Employee had contact during the Corporation or its subsidiaries two years prior to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the Employee's employment of the Employee under this Employment Agreementwith Employer; (iv) the Employee shall not have any material financial interestsolicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants, partners, or employees of Employer to take any action which might be disadvantageous to Employer; provided, however, that nothing herein shall prohibit Employee from owning, as a directorpassive investor, officer, in the aggregate not more than 5% stockholder, partner, employee, consultant or otherwise, of the outstanding publicly traded stock of any corporation so engaged. The foregoing restrictions shall apply to conduct and activities in any corporationcity, partnership county or other entity state in the United States or in any foreign country in which is competitive any Employer subsidiary or division in which Employee worked during the two years prior to termination of Employee's employment with any business Employer sells products or activity conducted by the Corporation. services or conducts business. Employer shall, if it exercises its option set forth in this Section 10 (b) The Corporation and the Employee agree that the services of the Employee are of a personal), special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably with respect to employment or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of consulting activities, it shall be interpreted to extend only over make the maximum period of time or range of activities as to which it may be enforceable.payments described in Section 10 (d)

Non-Competition. (a) During the term Each of employment IHM and IHC shall not, and shall not permit any member of the Employee under iHeart Group to, without the written consent of CCOH, engage in the Outdoor Competing Business anywhere in the Outdoor Territory during the Non-Compete Period; provided, that neither the foregoing nor anything else in this Employment AgreementAgreement shall limit or restrict (including during the Non-Compete Period or otherwise) IHM, and during a period of one (1) year after termination of employment IHC or any member of the Employee under this Employment Agreement without regard iHeart Group from acquiring any equity interests, assets, business or product lines (regardless of the form, structure or manner of any such transaction, whether by sale, merger, consolidation or otherwise) of another Person who engages in the Outdoor Competing Business and for such Person and its Affiliates (other than the iHeart Group as of immediately prior to such acquisition) to continue to engage in the cause Outdoor Competing Business; provided, further, that for the avoidance of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectlydoubt, in the event of a Change of Control of IHM, neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) any manner Person or capacity, group engaged in any business or activity which is competitive with any business or activity conducted by an Outdoor Competing Business that becomes the Corporation; (ii) the Employee shall not work for or employbeneficial owner, directly or indirectly, of more than 50% of the total equity securities of IHM, IHC or cause any member of the iHeart Group from engaging in such Outdoor Competing Business. CCOH shall not, and shall not permit any member of the Outdoor Group to, without the written consent of IHC and IHM, engage in an iHeart Competing Business anywhere in the iHeart Territory during the Non-Compete Period; provided, that neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) CCOH or any member of the Outdoor Group from acquiring any equity interests, assets, business or product lines (regardless of the form, structure or manner of any such transaction, whether by sale, merger, consolidation or otherwise) of another Person who engages in an iHeart Competing Business and for such Person and its Affiliates (other than the Outdoor Group as of immediately prior to such acquisition) to continue to engage in the iHeart Competing Business; provided, further, that for the avoidance of doubt, in the event of a Change of Control of New CCOH, neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) any person or group engaged in an iHeart Competing Business that becomes the beneficial owner, directly or indirectly, of more than 50% of the total equity securities of New CCOH or any member of the Outdoor Group from engaging in such iHeart Competing Business. Each Party hereby acknowledges that the iHeart Group and the Outdoor Group engage through separate platforms in a business that derives revenue from selling, leasing and/or licensing advertisements, and the solicitation, sale, lease or license of advertisement opportunities to any Person shall in no way be a breach of this Agreement even if any such activities result in a corresponding reduction in sales or revenue on any other platform of the other Group. Notwithstanding the foregoing, the performance by any of the Parties or any of the members of their respective Groups of any obligations under this Agreement or any of the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be employed entered into by another, any person who was an employee, officer or agent of the Corporation Parties or of any of its subsidiaries at any time during the members of their respective Groups) shall in no way constitute a period breach of twelve (12) months prior to this Agreement, including the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture covenants set forth in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law5.13. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment three (3) year-period following the Closing (such period, the “Non-Competition Period”), in further consideration of the Employee under this Employment Agreementamounts to be paid directly to the Company pursuant to the Tranches Agreements and indirectly benefiting ▇▇▇▇▇▇ through, among other things, her ownership of the ▇▇▇▇▇▇ Stock, ▇▇▇▇▇▇ shall not, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the shall cause of termination of employment and whether or its Affiliates not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employto, directly or indirectly, alone or cause to be employed by anotherin concert with others, any person who was engage in, participate in or otherwise assist (whether as an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a directorowner, officer, 5% stockholder, 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 ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from owning and operating the Permitted Ventures and the business of RISE, partnership 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 other entity which is competitive with 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 business or activity conducted of its Subsidiaries shall require prior approval by Purchaser; and (vi) RISE shall not solicit any current customers of the CorporationCompany 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) The Corporation 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 Employee Non-Compete Covenant, in whole or in part, is null, void and of no effect, and agree that the services 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 Employee are of a personal, special, unique Non-Compete Covenant. ▇▇▇▇▇▇ has consulted with legal counsel regarding the Non-Compete Covenant and extraordinary character, has determined and cannot be replaced by the Corporation without great difficulty, and hereby acknowledges that the violation by the Employee Non-Compete Covenant is reasonable in terms of any of his agreements under this Section (10) would damage duration, scope and area restrictions and is necessary to protect the goodwill of the Corporation Company’s businesses and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that substantial investment made by Purchaser under the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawTranches Agreements. (c) In ▇▇▇▇▇▇ acknowledges that she has carefully read, given careful consideration to, and is in full accord as to the event that necessity of the restraints imposed by this Section (10) shall be determined 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 the shares of Common Stock being acquired by any court Purchaser. ▇▇▇▇▇▇ acknowledges and agrees that the Non-Compete Covenant substantially covers the activities that comprise the market in which the business of competent jurisdiction the Company Group is currently conducted. ▇▇▇▇▇▇ further acknowledges that its agreement to be unenforceable by reason of comply with the Non-Compete Covenant for the Non-Competition Period is manifestly reasonable upon its extending for too long a period of time or over too great a range of activities, face and that it shall be interpreted to extend only over the maximum period of time or range of activities is reasonable as to which it may be enforceabletime 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 ▇▇▇▇▇▇ breach the Non-Compete Covenant. ▇▇▇▇▇▇ further agrees that the nature, kind and character of the Non-Compete Covenant are reasonably necessary to protect the business of the Company Group as currently conducted.

Non-Competition. (a) During In consideration of the salary paid to the Employee by the Company, the Employee agrees that during the term of employment of the Employee under this Employment Agreement, and during for a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to following the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; for whatever reason: (iiia) the Employee shall will not giveapproach clients, sell customers or lease any goods or services competitive with the goods or services contacts of the Corporation or its subsidiaries to any person, partnership, corporation Company or other entity who purchased goods persons or services from entities introduced to the Corporation or its subsidiaries within one (1) year before Employee in the termination Employee’s capacity as a representative of the employment 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 under this Employment Agreement; will 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 (iv) the Employee shall not have any material financial interest“Territory”), or participate engage, whether as a director, officer, 5% stockholderprincipal, partner, employee, consultant licensor or otherwise, in any corporation, partnership or other entity which is competitive with any Competitor that carries on its business or activity conducted by part thereof in the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law.Territory; and (c) unless expressly consented to by the Company, the Employee will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. For purposes of this Section 10, a “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from solar power products and services similar to those provided by the Company, except that if the Employee is 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 solar power products and services similar to those provided by the Company. The provisions provided in Section 10 shall be separate and severable, enforceable independently of each other, and independent of any other provision of this Agreement. The provisions contained in Section 10 are considered reasonable by the Employee 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 period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section (10) , the Company shall be determined by any court of competent jurisdiction have right to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceableseek remedies permissible under applicable law.

Non-Competition. The Employee acknowledges that employment by the Corporation will give the Employee access to the Confidential Information, and that the Employee's knowledge of the Confidential Information will enable the Employee to put the Corporation at a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Period and for nine (9) months after the Termination Date, the Employee will not, directly or indirectly, individually or in partnership or in conjunction with any other Person: (a) During the term of employment of the Employee under this Employment Agreementbe engaged, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner whatsoever, including, without limitation, either individually or capacityin partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any business or activity which is competitive with any business or activity conducted by the Corporation; Competitive Business; (iib) the Employee shall not work for or employbe engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or cause in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business in a capacity in which the loyal and complete fulfilment of the Employee's duties to be employed that Competitive Business would: (i) inherently require that the Employee use, copy or transfer Confidential Information; (ii) make beneficial any use, copy or transfer of Confidential Information; (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by another, way of royalty or other compensation arrangements) in or in respect of any Person which carries on a Competitive Business; (c) contact or solicit any person who was an employeethe Employee knows to be a prospective, officer current or agent former client or supplier of the Corporation (who, in the case of a former client or supplier of any of its subsidiaries the Corporation, has had dealings with the Corporation at any time during a the nine (9) month period of twelve (12) months immediately prior to the termination end of the employment Employment Period) for the purpose of selling to the Employee under this Employment Agreement nor shall client or buying from the Employee form supplier any partnership products or services that are the same as or substantially similar to, or in any way competitive with, the products or establish services sold or purchased by Corporation during the Employee's employment or at the end thereof, as the case may be; (d) induce or solicit, attempt to induce or solicit or assist any business venture third party in cooperation with, inducing or soliciting any such person which is competitive with any business employee or activity consultant of the Corporation; , to leave the Corporation or to accept employment or engagement elsewhere. The restriction in Subsection 7.2 (b) (iii) will not prohibit the Employee shall from holding not give, sell or lease any goods or services competitive with the goods or services more than 5% of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are issued shares of a personalpublic company listed on any recognized stock exchange or traded on any bona fide "over the counter" market anywhere in the world. For greater certainty, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements Employee's obligations under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order are in addition to being enforced by the Corporation at lawobligations respecting disclosure and use of Confidential Information in Part 8. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. The Executive hereby agrees that, during the Term and for a period of eighteen (18) months following the termination of his employment under this Agreement, he will not, directly or indirectly and in any way, (a) During own, manage, operate, control, be employed by, participate in, or be connected in any manner with the term ownership, management, operation or control of employment any business competing with the business of the Employee under this Employment AgreementCompany, and during a period (b) interfere with, solicit on behalf of one another or attempt to entice away from the Company (1) year after termination of employment or any affiliate or subsidiary of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, Company) (i) any project, financing or customer that the Employee shall not engageCompany (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), either directly or indirectly, in any manner letter of supply or capacity, in any business other supplier contract or activity which is competitive with any business or activity conducted arrangement entered into by the Corporation; Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Employee shall not work for Company (or employ, directly any affiliate or indirectlysubsidiary of the Company) is actively negotiating with any other party, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) any prospective business opportunity that the Employee shall not give, sell Company (or lease any goods affiliate or services competitive with the goods or services subsidiary of the Corporation Company) has identified, or its subsidiaries (c) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, partnership, corporation firm or other entity who purchased goods entity, the employees of which the Company.(or any affiliate or services from the Corporation or its subsidiaries within one (1) year before the termination subsidiary of the employment Company) has agreed not to hire or endeavor to hire. The effective time of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted limitations imposed by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) 13 shall be determined by extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Section 13. Because of the Executive's knowledge of the Company's business, in the event of the Executive's actual or threatened breach of the provisions of this Section 13, the Company shall be entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any of the foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 13 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 13 shall be deemed to be invalid or unenforceable by reason of its extending for too long a period the extent, duration of time or over too great a range geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of activitiesother provisions thereof, it and in their reduced form such restrictions shall then be interpreted to extend only over enforceable in the maximum period of time or range of activities as to which it may be enforceablemanner contemplated hereby.

Non-Competition. Parent and each Seller agrees that, except with respect to the Restricted Areas in which the Excluded Businesses operate, from and after the date of this Agreement until three (a3) During years after the term of employment of Closing Date (the Employee under this Employment Agreement“Non-Competition Period”) it shall not, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the it shall cause of termination of employment and whether or its Subsidiaries not such termination of employment was caused by the Employee or by the Corporationto, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, the Restricted Areas: (a) engage in any business business, operation or activity which that is directly competitive with any business the business, operations or activity conducted by activities of the CorporationBusiness (a “Competitive Activity”); (ii) provided, that the Employee foregoing shall not work for or employ, directly or indirectly, or cause prohibit Parent and its Subsidiaries from collectively owning up to be employed by another, any person who was an employee, officer or agent aggregate of five percent (5%) of the Corporation or outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity in any Restricted Area (a “Competing Person”) so long as neither Parent nor any of its subsidiaries Subsidiaries has any participation in the management of such Competing Person; or (b) solicit away, divert or attempt to solicit away or divert from doing business (with respect to the Business) with Purchaser or any of its Subsidiaries (including, after the Closing, the Purchased Companies) any Person who was a customer or supplier of the Business at any time during the two (2) years prior to the Closing Date. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 12.1 shall (i) prevent Parent, any Seller or any of their respective Subsidiaries from selling or divesting any or all of its assets or businesses to any Person that is not an Affiliate of Parent or a period Seller, and such Person shall in no way be bound by the restrictions set forth in this Section 12.1 or (ii) prohibit Parent, any Seller or any of their respective Subsidiaries from acquiring the whole or any part of a Person which engages in any Competitive Activity in any of the Restricted Areas or the whole or any part of a business which includes any Competitive Activity in any of the Restricted Areas where such Competitive Activities of such Person or business represent less than twenty percent (20%) of the revenues or generated less than $200,000,000 of revenues within the last twelve (12) months prior to for of such Person or business acquired as set out in the termination latest available annual financial statements of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, that Person or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationbusiness. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During The Employee acknowledges that employment by the term of employment Corporation will give the Employee access to the Confidential Information, and that the Employee's knowledge of the Confidential Information will enable the Employee under this to put the Corporation at a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Agreement, Period and during a period of for one (1) year after termination of employment of the Termination Date, the Employee under this Employment Agreement without regard to the cause of termination of employment and whether will not, directly or not such termination of employment was caused by the Employee indirectly, individually or by the Corporation, in partnership or in conjunction with any other Person: (i) the Employee shall not engagebe engaged, either directly or indirectly, in any manner whatsoever, including, without limitation, either individually or capacityin partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any business or activity which is competitive with any business or activity conducted by the Corporation; Competitive Business; (ii) the Employee shall not work for or employbe engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or cause to be employed by anotherin partnership, jointly or in conjunction with any person who was other person, or as an employee, officer consultant, adviser, principal, agent, member or agent proprietor in any Competitive Business in a capacity in which the loyal and complete fulfilment of the Corporation or of any of its subsidiaries at any time during a period of twelve Employee's duties to that Competitive Business would (12i) months prior to the termination of the employment of inherently require that the Employee under this Employment Agreement nor shall the Employee form any partnership withuse, copy or transfer Confidential Information, or establish (ii) make beneficial any business venture in cooperation withuse, any such person which is competitive with any business copy or activity transfer of the CorporationConfidential Information; or (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any Person which carries on a Competitive Business. The restriction in Subsection 7.2 (iii) will not prohibit the Employee shall from holding not give, sell or lease any goods or services competitive with the goods or services more than 5% of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are issued shares of a personalpublic company listed on any recognized stock exchange or traded on any bona fide "over the counter" market anywhere in the world. For greater certainty, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements Employee's obligations under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order are in addition to being enforced by the Corporation at lawobligations respecting disclosure and use of Confidential Information in Part 8. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment In consideration of the Employee under this Employment AgreementCompany’s promise to disclose, and during a period disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of one (1) year after termination of employment which are hereby acknowledged by Executive, Executive hereby agrees and covenants that: Until the end of the Employee under this Employment Agreement without regard to Salary Continuation Period, defined above in Section 1(d)(i) (the cause of termination of employment and whether or not such termination of employment was caused by “Restricted Period”), Executive shall not, anywhere in the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employRestricted Territory, directly or indirectly, engage in, assist or cause become associated with a Competitive Activity. For purposes of this Section 2(b): (i) the “Restricted Territory” shall mean the United States of America and any other country in the world where the Company or any Affiliate is providing or supplying, or is planning to be employed by anotherprovide or supply, goods or services and in or concerning which, during the course of Executive’s employment, Executive or any employee under Executive’s direct supervision performed material duties for the Company or Affiliate; (ii) a “Competitive Activity” means, at the time of Executive’s termination, any person who was an employee, officer business or agent other endeavor in the Restricted Territory of a kind being conducted by the Corporation Company or of any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporationthereafter; and (iii) the Employee Executive shall not givebe considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, sell principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or lease in any goods other individual or services competitive representative capacity with the goods or services of the Corporation or its subsidiaries to any personindividual, partnership, corporation or other entity who purchased goods or services from organization that is engaged in a Competitive Activity. Notwithstanding the Corporation or its subsidiaries within one (1) year before foregoing, Executive may make and retain investments during the termination Restricted Period, for investment purposes only, in less than five percent of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of his agreements under this Section (10) would damage such corporation is either listed on a national stock exchange or on the goodwill of the Corporation and cause the Corporation irreparable harm which could NASDAQ National Market System if Executive is not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawotherwise affiliated with such corporation. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During The Company agrees to provide Employee with Confidential Information which, if disclosed, would assist in competition against the term of employment Company and that the Employee will also generate goodwill for the Company in the course of the Employee’s employment. Therefore, the Employee under this Employment Agreementagrees that the following restrictions on the Employee’s activities during and after the Employee’s employment are necessary to protect the goodwill, Confidential Information and during a period of one (1) year after termination of employment other legitimate interests of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, Company: (i) While the Employee is employed by the Company and for six months thereafter, the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, or cause to be employed by anotherwhether as owner, any person who was an partner, investor, consultant, agent, employee, officer co-venturer or agent otherwise (collectively, a “Competitive Role”), actively compete with the Company or any of its subsidiaries or undertake any planning for any business that is Competitive (as defined in the Company’s in the Company’s Proprietary Invention Agreement) with the Company or its subsidiaries. (ii) The Employee agrees that during the twelve (12) months immediately following Employee’s resignation of employment or during six (6) months following an involuntary termination of the Corporation Employee’s employment without Cause, the Employee will not, directly or through any other Person, (A) hire any employee of the Company or any of its subsidiaries or seek to persuade any employee of the Company or any of its subsidiaries to discontinue employment, (B) solicit or encourage any customer of the Company or any of its subsidiaries or independent contractor providing services to the Company or any of its subsidiaries to terminate or diminish its relationship with them or (C) seek to persuade any customer or active prospective customer of the Company or any of its subsidiaries to conduct with anyone else any business or activity that such customer or prospective customer conducts or could reasonably be expected to conduct with the Company or any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationthat time. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment None of the Employee under this Employment Agreement, and during a period Purchaser or any of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employits subsidiaries shall, directly or indirectly, or cause compete in the sorting and/or marketing of rough diamonds prior to be employed by another, the date that any person who was an employee, officer or agent of the Corporation following events has occurred: (a) the Purchaser does not have a Nominee appointed or elected to the Board pursuant to Section 8 (whether as a result of the resignation of a Nominee, the choice of the Purchaser not to exercise its rights under Section 8 or the expiry of the Purchaser’s rights under Section 8 provided that if the Purchaser or any of its subsidiaries at any time during shall directly or indirectly compete as aforesaid, the Purchaser’s nomination rights pursuant to Section 8 shall forthwith expire and be of no further effect whether or not they have otherwise expired); (b) a period Change of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity Control of the Corporation; (iiic) the Employee shall not give, sell bankruptcy or lease any goods or services competitive with the goods or services insolvency of the Corporation, the Partnership or HWDM; (d) the conviction of the Corporation, HWDM, the Partnership or any of the Selling Entities of an offence involving material and adverse reputational consequences for the Corporation; or (e) a material default on the part of the Corporation, HWDM, the Partnership or any of the Selling Entities in performing marketing and/or sorting obligations (after 45 day cure period has expired in respect thereof). In addition, during the Participation Period, neither the Purchaser nor the Corporation shall, directly or indirectly (including through any of its subsidiaries), solicit the employment or retainer of any current director or officer of the other party or any of its subsidiaries to any personor, partnership, corporation or other entity who purchased goods or services from in the Corporation or its subsidiaries within one (1) year before the termination case of the employment Purchaser, any of the Employee under employees of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Technical Services Inc. (Canada). For greater certainty, for the purposes of this Employment Agreement; (iv) the Employee shall Section 14, solicitation will not have any material financial interestinclude solicitation of directors or officers where such solicitation is solely through advertising in periodicals of general circulation or an employee search firm, so long as such party and/or its representatives do not direct or participate as encourage such search firm to solicit a director, officer, 5% stockholder, partner, employee, consultant specifically named director or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services officer of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawother party. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of the Employee under Employee’s employment, whether pursuant to this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether any renewal hereof or not such termination of employment was caused by the Employee or by the Corporationotherwise, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, or cause to within the territory covered by Employee; enter into, engage in, be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withby, or establish any business venture in cooperation with, any such person which is competitive consult with any business or activity in competition with the business of Employer as it is then conducted and/or was conducted for three (3) month preceding said termination. The restrictions of this Section 7 shall extend to any and all activities of the Corporation; (iii) the Employee shall not giveEmployee, sell whether as an independent contractor, partner or lease any goods joint venturer, or services competitive with the goods as an officer, director, stockholder, agent, employee or services of the Corporation or its subsidiaries to salesman for any person, firm, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestentity, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation period of time during which the Employee is prohibited from engaging in certain business practices pursuant to Sections 7(a) shall be extended by any length of time during which the Employee is in breach of such covenants. (c) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 7(a) through (c) are essential elements of this Agreement, and that, but for the agreement of the Employee to comply with such covenants, the Employer would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of the Employee against the Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Employer of such covenants. (d) It is agreed by the Employer and Employee that if any portion of the covenants set forth in this Section 7 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible as to time and/or geographic area. The Employer and Employee agree that, if any arbitrator or court of competent jurisdiction determines the specified time period or the specified geographic area applicable to this Section 7 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period and/or geographic area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee. The Employer and the Employee agree that the services foregoing covenants are appropriate and reasonable when considered in light of the Employee are nature and extent of a personal, special, unique and extraordinary character, and cannot be replaced the business conducted by the Corporation without great difficulty, Employer and that Employee’s access to the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation Employer’s proprietary and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawconfidential information. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During Subject to the term exclusions and limitations set forth in Section 6.11(b), for the period of employment time beginning on the Closing Date and ending at 5:00 p.m. Houston, Texas time on the day immediately before the first anniversary of the Employee under this Employment AgreementClosing Date, no Seller Party shall, and during a period no Seller Party shall permit any of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employits Affiliates to, directly or indirectly, (i) engage in the Restricted Business in the Territory; or cause to be employed by another(ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate including as a directorpartner, officershareholder, 5% stockholder, partnermember, employee, consultant principal, agent, trustee or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationconsultant. (b) The Corporation Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ LLC shall not be prohibited from owning and/or operating the Excluded Assets and/or Retained Assets, and may fully engage in the Employee agree that Restricted Business in the services Territory as to such Excluded Assets and/or Retained Assets. Additionally, ▇▇▇▇▇▇▇▇ LLC may own, directly or indirectly, solely as an investment, securities of the Employee are any Person traded on any national securities exchange if no Seller Party is a controlling Person of, or a member of a personalgroup which controls, specialsuch Person and does not, unique and extraordinary characterdirectly or indirectly, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee own 1% or more of any class of his agreements under this Section (10) would damage the goodwill securities of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawsuch Person. (c) If a Seller Party breaches any of the provisions of Section 6.11(a), Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity: (i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Buyer and that money damages may not provide an adequate remedy to Buyer; and (ii) the right and remedy to recover from the Seller Parties all monetary damages suffered by Buyer as the result of any acts or omissions constituting a breach of this Section 6.11. (d) Each Seller Party acknowledges that the restrictions contained in this Section 6.11 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section (10) 6.11 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be determined by any court of competent deemed reformed, in such jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.11 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of time any such covenant or range of activities provision as to which it may be enforceablewritten shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition. (a) During From and after the term of employment Closing Date until the two (2) year anniversary of the Employee under this Employment AgreementClosing Date, Seller covenants and agrees, that it will not, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the will cause of termination of employment and whether Affiliates not to, directly or not such termination of employment was caused by the Employee or by the Corporation, indirectly: (i) the Employee shall not engageengage or be involved, either directly or indirectly, in any manner or capacitybusiness that competes with, in the Acquired Business (any business or activity which is competitive with any business or activity conducted by the Corporation; such business, a “Restricted Business”); (ii) acquire beneficial ownership or voting control of any class of the Employee shall not work for outstanding equity interests (including any debt securities exercisable or employ, directly or indirectlyexchangeable for, or cause to be employed by anotherconvertible into, equity interests) of, or provide any loan or other financial assistance to, any person who Person that is engaged in a Restricted Business; (iii) solicit or attempt to solicit any business, entity or Person that was an employee, officer or agent a customer engaged by the Acquired Business as of the Corporation Closing Date or of any of its subsidiaries at any time during a period of the twelve (12) months prior to the termination Closing Date (each a “Current Customer Relation”); and/or (iv) induce or attempt to induce any Current Customer Relation or any business, entity or Person that was a supplier, vendor, licensor, licensee, lessor or lessee, or other business relation of the employment Business as of the Employee under this Employment Agreement nor shall Closing Date or during the Employee form any partnership twelve (12) months prior to the Closing Date, to cease doing business with, or establish any adversely modify its business venture in cooperation relationship with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationAcquired Business. (b) The Corporation Notwithstanding anything to the contrary in this Section 6.6, the provisions of Section 6.6(a) shall not (i) prohibit Seller and any Affiliate of Seller from, directly or indirectly, owning solely as a passive investment not in excess of two percent (2%) in the Employee agree that aggregate of any class of capital stock of any Person if such stock is publicly traded and listed on any national exchange, regardless of whether or not such Person is engaging in a Restricted Business; provided, Seller has no participation in the services management of such Person and, (ii) be binding on or be applicable to any Person (an “Acquirer”) that, directly or indirectly, acquires in any transaction or series of transactions (x) equity securities of Seller representing fifty percent (50%) or more of the Employee are of a personal, special, unique total voting power represented by Seller’s then issued and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section outstanding voting securities or (10y) would damage the goodwill all or substantially all of the Corporation consolidated assets or business of Seller; provided, that in each case of clauses (x) and cause (y), Acquirer was not an Affiliate of Seller at the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements time of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawacquisition. (c) In The Parties acknowledge and agree that the event that this restrictions and limitations set forth in Section (10) shall be determined by any court 6.6 through 6.7 are reasonable, valid in scope and in all other respects, enforceable, and essential to protect the value of Seller, the Excluded Assets, the Acquired Business and the Transferred Assets. If a court, tribunal or antitrust regulator of competent jurisdiction determines that any term or provision contained in Sections 6.6(a) and 6.7 or is invalid or unenforceable, the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic 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; provided, that any such reduction, deletion or replacement shall only be unenforceable by reason of its extending for too long a period of time to the extent necessary to render such term or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be provision valid and enforceable.

Non-Competition. (a) During It is recognized and understood by the term Parties that Sellers and the Founders and their Affiliates have a considerable amount of employment knowledge and goodwill with respect to the Business, which knowledge and goodwill are extremely valuable and which would be extremely detrimental to Purchaser if used or provided to third parties by Sellers or the Founders or their Affiliates to compete with Purchaser after the Closing. It is, therefore, understood and agreed by the Parties that, as a material inducement to Purchaser to enter into this Agreement and the other Transaction Agreements, and to consummate the Stock Purchase and the other Transactions, Sellers and the Founders shall not, and shall not permit any of their Affiliates to, during the period through the third anniversary of the Employee under this Employment AgreementClosing, and during a period of one (1) year after termination of employment of anywhere in the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employTerritory, directly or indirectly, on its or cause to be employed by anotherhis own behalf or on behalf of any other Person, engage in any person who was conduct that competes with the Business or, without limiting the generality of the foregoing: (i) as an employeeequity holder, principal, owner, investor, lender, guarantor, partner, joint venturer, consultant, agent, investor, director, officer or agent advisor or in any other capacity, own, engage in, manage, operate, control, plan, organize, participate in, advise, be employed by, consult with or render any services for any Person that is engaged in the Business; provided, that Sellers and the Founders and their Affiliates shall not be precluded from owning (as a passive investor, without any managerial or other elements of control and without any remuneration or compensation other than pro rata in accordance with his equity ownership) securities of corporations in an amount that shall not exceed (in the aggregate for each Founder and his respective Affiliates) 10% of the Corporation or outstanding voting power (or, if less, economic interest) of any such corporation (but which in the case of its subsidiaries Founder 1 and his Affiliates may not include any New Business in which Founder 2 participates pursuant to clause (c) below); or (ii) service or supervise the servicing of, divert or take away or attempt to divert or take away, or directly or indirectly call on or solicit or attempt to call on or solicit for the purpose of competing with or otherwise engaging in the Business any Persons who are or have been clients or customers of the Company or any of the Company’s Subsidiaries at any time during a period of the twelve (12) months prior to month period immediately preceding the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationClosing Date. (b) The Corporation and Notwithstanding the Employee agree that foregoing provisions of this Section 7.06, after the services first anniversary of the Employee are Closing Date, with respect to Founder 2 and his Affiliates only (and not with respect to any Affiliates of a personalFounder 1), specialthe restrictions set forth above in this Section 7.06 shall apply to online dating services, unique sexually explicit cam shows and extraordinary characterbusinesses involving Adult Materials, rather than to the Business. In addition, after such first anniversary Founder 2 shall be permitted to enter into the businesses otherwise restricted by this Section 7.06(b) so long as (x) prior to entering into any such business Founder 2 shall have entered into an agreement to conduct such business with the Company, or the Company shall have rejected Founder 2’s offer to conduct such business with the Company, in either case in accordance with clause (c) below, and cannot be replaced by the Corporation without great difficulty, (y) Founder 2 and that the violation by the Employee of his Affiliates shall in any of his agreements under this Section (10event continue to comply with clause 7.06(a)(ii) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawabove. (c) In If after the first anniversary of the Closing Date, Founder 2 shall desire to commence or enter into a business or otherwise conduct activities that are otherwise restricted by Section 7.06(b) (collectively, the “New Business”), then Founder 2 shall first give written notice to the Company (the “Opportunity Notice”), which Opportunity Notice shall include (i) a description of the proposed New Business and (ii) the material terms and conditions upon which the New Business is to be conducted, including an offer to allow the Company to participate in such New Business on terms and conditions that are commercially reasonable and are at least as favorable to the Company as any terms being made available by Founder 2 to any other third party in connection with such New Business. The Opportunity Notice shall include all material information regarding the New Business that is reasonably available to Founder 2 and in any event that this Section (10) shall be determined by sufficient to allow the Company to make a reasonable business decision with respect to its participation in the New Business. For sixty (60) days following delivery of an Opportunity Notice, Founder 2 shall provide updated information, including with respect to any court of competent jurisdiction terms to be unenforceable provided or offered to third parties, and, if so requested by reason the Company, Founder 2 shall negotiate in good faith to reach an agreement, on terms and conditions mutually agreeable to Founder 2 and the Company, pursuant to which the Company shall participate in the New Business. If the Company has declined to enter into an agreement with Founder 2 providing for the terms described above or has not responded upon the expiration of its extending for too long a period of time or over too great a range of activitiessuch sixty (60) day period, it then Founder 2 shall be interpreted permitted to extend only over conduct the maximum period New Business as described in the Opportunity Notice. (d) For purposes of time or range of activities as to which it may be enforceable.the foregoing, “

Non-Competition. (a) During the term Neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of employment of the Employee under Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall, for as long as this Employment Agreement, Lease remains in force and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engageeffect, either directly or indirectly, in own, occupy or operate, or sell, lease or otherwise transfer to any manner person or capacityentity, in or permit any person or entity to occupy, any land, building, premises or space, whether presently owned or hereafter acquired, located within two (2) miles of the Leased Premises for the purpose of (i) conducting thereon a business or activity which is competitive with any business or activity similar to that being conducted by Tenant on the Corporation; Leased Premises or (ii) the Employee sales, display or rental of automotive parts, accessories, supplies and/or maintenance items. In addition, neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall not work for lease, sell or employotherwise transfer or convey any such premises adjacent to and/or contiguous with the Leased Premises without imposing thereon a restriction to secure compliance herewith, or permit any tenant or occupant of any such premises or any part thereof to sublet or assign in any manner, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries part thereof to any person, partnershipfirm, corporation or other entity who purchased goods or services from engaged in any such business described above, without the Corporation or its subsidiaries within one (1prior written consent of Tenant, which consent may be withheld by Tenant in Tenant's sole discretion. b) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwiseTenant shall, in any corporation, partnership or other entity which the event that there is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee breach of any of his agreements under the provisions of this Section (10) would damage 18, have the goodwill following rights and remedies, none of which shall be exclusive of the Corporation and cause other remedies or any other remedy otherwise available to Tenant: i) Tenant may institute proceedings to enjoin the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10violation; ii) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending If such breach continues for too long a period of thirty (30) days after written notice thereof shall have been given by Tenant to Landlord, Tenant may, at any time or over too great a range thereafter, elect to terminate this Lease and, on such election, this Lease shall, on the date stated in the notice of activitiessuch election, it be terminated, and Tenant shall be interpreted to extend only over the maximum period released and discharged of time and from any and all further liability hereunder; iii) Landlord shall protect, defend, indemnify and hold Tenant harmless from all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) sustained or range incurred in connection with any proceedings instituted by Tenant as a result of activities as to which it may be enforceableany such breach.

Non-Competition. (a) During the term of employment of Term, the Employee under this Employment Agreement, and during a period of one Executive shall not (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in provide any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employservices, directly or indirectly, to any other business or cause commercial entity without the consent of the Board of Directors, such consent not to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withunreasonably withheld, or establish any business venture (2) participate in cooperation with, any such person which is competitive with the formation of any business or activity commercial entity without the consent of the CorporationBoard of Directors, such consent not to be unreasonably withheld; provided, however, that nothing contained in this Section 6(a) shall be deemed to prohibit the Executive from acquiring, solely as an investment, shares of capital stock (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one interests) of any corporation (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business entity) not exceeding 2% of such corporation's (or activity conducted by the Corporationother entity's) then outstanding shares of capital stock; and provided, further, that nothing contained herein shall be deemed to limit Executive's Permitted Activities pursuant to Section 1(d). (b) The Corporation and If Executive is terminated by the Employee agree that the services Company for Cause or if Executive terminates this Agreement in violation of the Employee are provisions of this Agreement, for a personalperiod of one year following the date of termination, specialthe Executive shall not (1) provide any services, unique directly or indirectly, to any other business or commercial entity engaged primarily in the Company's Field of Interest or (2) participate in the formation of any business or commercial entity engaged primarily in the Company's Field of Interest; provided, however, that nothing contained in this Section 6(b) shall be deemed to prohibit the Executive from acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) in the Company's Field of Interest not exceeding 2% of such corporation's (or other entity's) then outstanding shares of capital stock; and extraordinary characterprovided, and cannot further, that nothing contained herein shall be replaced deemed to limit Executive's Permitted Activities pursuant to Section 1(d). This Section 6(b) shall be subject to written waivers that may be obtained by the Corporation without great difficulty, and that Executive from the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawCompany. (c) If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of this Section 6, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. (d) If any of the covenants contained in Section 5, 6 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions. (e) If any of the covenants contained in Section 5, 6 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. (f) The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 5, 6 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that this Section (10) the courts of any one or more of such states shall be determined by hold any court of competent jurisdiction to be such covenant wholly unenforceable by reason reasons of its extending for too long a period the breadth of time such scope or over too great a range of activitiesotherwise, it shall be interpreted is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to extend only over the maximum period relief provided above in the courts of time or range any other states within the geographical scope of activities such other covenants, as to which it may be enforceablebreaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during 12.1 For a period of one two years following the Closing Date (1the "RESTRICTED PERIOD") year after termination the Transferor may not (other than pursuant to the UK Underwriting Agency and Management Agreement (as defined in the Formation and Separation Agreement) between the parties):- (A) offer, issue, sell, refer or promote, directly or indirectly, any contracts, treaties or agreements of employment reinsurance of the Employee under this Employment Agreement without regard same type as the Reinsurance Agreements or of the same type as those for which the Transferor has transferred Business Renewal Rights to the cause Transferee provided that the Transferee or members of termination the Transferee's Group continue to provide, during the Restricted Period, reinsurance coverage of such types to third parties; (B) employ, offer to employ or solicit with a view to employment any of the Key Employees (save that pending receipt of Authorisation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and whether or not such termination ▇▇▇▇▇ ▇▇▇▇▇▇▇ will remain as directors of employment was caused the Transferor and the foregoing will be made available by the Employee Transferee to the Transferor to act in their capacities as approved persons of the Transferor for the purposes of the Rule Book of the Financial Services Authority); or (C) use or by disclose to any person other than the CorporationTransferee or members of the Transferee's Group, any Transferred Business Confidential Information except in connection with the administration of (i) the Employee Reinsurance Agreements, (ii) the Run-Off Business (as defined in sub-clause 12.2 (A)) or (iii) the Retained Business provided that the Transferor will disclose Transferred Business Confidential Information only in the ordinary course of business, consistent with past practice including in connection with resolving claims and the purchase of retrocessional coverage and provided, further, that the Transferor shall use reasonable endeavours to avoid providing Transferred Business Confidential Information to a competitor of the Transferee under circumstances reasonably likely to materially impair the value of the Business Renewal Rights; provided that, in the case of Transferred Business Confidential Information that relates to the Reinsurance Agreements, the Restricted Period shall be indefinite. 12.2 Notwithstanding any other provision of sub-clause 12.1 to the contrary, the Transferor is not prohibited from: (A) engaging in any line of business in which it is engaged immediately after the completion of the Public Offering and for which Business Renewal Rights were not transferred hereunder, including, without limitation, the administration of reinsurance contracts with inception dates prior to 1st January, 2002 (the "RUN-OFF BUSINESS") and the Reinsurance Agreements (but not including any renewals thereof), purchasing reinsurance for its own account, reinsurance business written through St. Paul's Discover Re operation and Lloyd's of London operation and property catastrophe facultative reinsurance business written by St. Paul's CATRisk Property division; (B) acquiring any person or, subject to the limitation in (C) below, any interest in any person engaged in any line of business except for an acquisition of an interest of more than 49% of any person that generated 50% or more of its gross revenues, excluding investment income and realised investment gains and losses, in its most recent financial year for which financial statements are available, by writing property or casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any Permitted Acquiree may not use any marks, designs, logos, slogans, names, words or letters which include the words "St. ▇▇▇▇", "USF&G" or "F&G" or those that are suggestive or, derivative thereof, or any logo or ▇▇▇▇ identified with "St. ▇▇▇▇", "USF&G" or "F&G" (except as may be required by law) in connection with its reinsurance business, if any, provided further, however, that the Transferor may acquire an interest of more than 49% of a person that is not a Permitted Acquiree if the Transferor promptly divests the property or casualty reinsurance operations of such person; or (C) soliciting, offering, issuing, selling, purchasing or referring any contracts of reinsurance of any type to, from or with any of its subsidiaries or engaging in any reinsurance activities in connection with the Run-Off Business (other than renewals thereof) or with finite business which is either (i) covered by a Quota Share Retrocession Agreement (as defined in the Formation and Separation Agreement), a UK Quota Share Retrocession Agreement or the Platinum UK Quota Share Retrocession Agreement, or (ii) which the Transferee and members of the Transferee's Group declines to reinsure. 12.3 During the Restricted Period the Transferor shall not engagesponsor or assist, either directly or indirectly, in any manner the sponsorship of a newly formed property or capacity, in any business casualty reinsurer for so long as St. ▇▇▇▇ continues to own 10% or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent more of the Corporation or outstanding common shares of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationPlatinum Holdings. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term Neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of employment of the Employee under Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall, for as long as this Employment Agreement, Lease remains in force and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engageeffect, either directly or indirectly, in own, occupy or operate, or sell, lease or otherwise transfer to any manner person or capacityentity, in or permit any person or entity to occupy, any land, building, premises or space, whether presently owned or hereafter acquired, located within two (2) miles of the Leased Premises for the purpose of (i) conducting thereon a business or activity which is competitive with any business or activity similar to that being conducted by Tenant on the Corporation; Leased Premises or (ii) the Employee sales, display or rental of automotive parts, accessories, supplies and/or maintenance items. In addition, neither Landlord nor any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, nor any person(s) or entity(ies) having a direct or indirect interest in Landlord, shall not work for lease, sell or employotherwise transfer or convey any such premises adjacent to and/or contiguous with the Leased Premises without imposing thereon a restriction to secure compliance herewith, or permit any tenant or occupant of any such premises or any part thereof to sublet or assign in any manner, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries part thereof to any person, partnershipfirm, corporation or other entity who purchased goods or services from engaged in any such business described above, without the Corporation or its subsidiaries within one (1prior written consent of Tenant, which consent may be withheld by Tenant in Tenant's sole discretion. b) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwiseTenant shall, in any corporation, partnership or other entity which the event that there is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee breach of any of his agreements under the provisions of this Section (10) would damage 18, have the goodwill following rights and remedies, none of which shall be exclusive of the Corporation and cause other remedies or any other remedy otherwise available to Tenant: i) Tenant may institute proceedings to enjoin the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10violation; ii) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending If such breach continues for too long a period of thirty (30) days after written notice thereof shall have been given by Tenant to Landlord, Tenant may, at any time or over too great a range thereafter, elect to terminate this Lease and, on such election, this Lease shall, on the date stated in the notice of activitiessuch election, it be terminated, and Tenant shall be interpreted released and discharged of and from any and all further liability hereunder; iii) As long as any such breach continues, Tenant's only obligation with respect to extend only over the maximum period payment of time rent or range any other charge payable under this Lease shall be the payment of activities Percentage Rent only, in accordance with the terms and conditions of Section 5(b) above, with no payment of Basic Rent or any other charge payable under this Lease. iv) Landlord shall protect, defend, indemnify and hold Tenant harmless from all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) sustained or incurred in connection with any proceedings instituted by Tenant as to which it may be enforceablea result of any such breach.

Non-Competition. (a) During Purchaser and Guarantor covenant, that without the term prior written consent of employment of Seller (which consent may be withheld for any or no reason), Purchaser and Guarantor shall not, during the Employee under this Employment Agreement, and during a period of one any Purchaser Franchise Agreement and for period of two (12) year after years immediately following the termination or expiration of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not all such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engagePurchaser Franchise Agreements for any reason, either directly or indirectly, for themselves or in conjunction with any Person or Persons: (i) own, maintain, advise, help, invest in, make loans to, lease assets or properties to, operate, engage in, be employed by, have any interest in, participate in any capacity in, or be connected in any manner (by license arrangements, franchise arrangements or capacityotherwise) with, any Competing Business; provided, however, that nothing in this subsection (i) shall prohibit Purchaser and Guarantor from (A) collectively owning less than two percent (2%) of any business class of securities of any publicly-traded corporation conducting a Competing Business provided that such securities are held as a Passive Investment or activity which is competitive with (B) continuing to lease or sublease any business assets or activity conducted by properties to a Competing Business that are being so leased or subleased as of the Corporation; date hereof pursuant to an existing lease or sublease agreement; (ii) the Employee shall not work for sell, assign, transfer, lease or employsublease, or otherwise grant possession of, any Restaurant or other System Restaurant that is or was owned or operated (whether in whole or in part or directly or indirectly) by Purchaser or Guarantor (collectively, a “Restricted Restaurant”), or cause any real estate or location on which a Restricted Restaurant is or was operated, to any Person that intends to, or could reasonably be employed by anotherexpected to, utilize or facilitate the use of such restaurant, real estate or location to conduct a Competitive Business thereat; or (iii) divert, solicit or hire away, or attempt to divert, solicit or hire away, any person who was an employeeofficer, officer director or agent employee of Seller or its Affiliates holding a restaurant manager position or above without the Corporation prior written consent of Seller during the term of such employment or of any of its subsidiaries at any time during for a period of twelve (12) months prior to the termination of the employment of the Employee under thereafter; provided that, this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iiiSection 6.15(a)(iii) the Employee shall not give, sell preclude Purchaser or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation Guarantor (or other entity Person) from conducting any general solicitation through a public medium or hiring any employee who purchased goods (i) responds to such a general solicitation or services from the Corporation (ii) contacts Purchaser or its subsidiaries within one Guarantor (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationPerson) directly on such individual’s own initiative. (b) The Corporation non-compete restrictions and the Employee agree that the services covenants contained in this Section 6.15 are in addition to, and independent of, any other non-compete restrictions and covenants contained in any of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of Franchise Documents or in any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawother Purchaser Franchise Agreement. (c) Without limitation to the obligations of the Parties under Section 12.14, if any Governmental Authority having jurisdiction over this Section 6.15 determines that any of the provisions of this Section 6.15 is unenforceable because of the duration or geographical or other scope of such provision, such competent authority shall have the power to reduce the duration or geographical or other scope, as the case may be, of such provision such that, in its reduced form, such provision shall then be enforceable. (d) Each of the Parties agrees that irreparable damage would occur in the event that any of the provisions of this Section 6.15 were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties agrees that, without the necessity of posting bonds or other undertaking, Seller shall be entitled to an injunction or injunctions to prevent breaches of this Section 6.15 and to enforce specifically the terms and provisions of this Section 6.15, in addition to any other remedy to which Seller is entitled at law or in equity. In the event that any action is brought in equity to enforce the provisions of this Section 6.15, neither Purchaser nor Guarantor shall allege that there is an adequate remedy at law and each of Purchaser and Guarantor hereby waives any defense or counterclaim based thereon. The Parties further agree that (10i) by seeking any remedy provided in this Section 6.15, Seller shall be determined by not in any court respect waive its right to seek any other form of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it relief that may be enforceableavailable to Seller under this Agreement and (ii) nothing in this Section 6.15 shall require Seller to institute any action for (or limit Seller’s right to institute any action for) specific performance under this Section 6.15 before exercising any other rights under this Agreement.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of one ten years after the Closing (1) year after termination of employment the “Restricted Period”), without the prior written consent of the Employee under this Employment Agreement without regard to Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee Seller shall not engage, either directly or indirectly, in the PEO Business (as defined below), or directly or indirectly, own an interest in, manage or operate any manner or capacityPerson that engages in the PEO Business; provided, however, that, for the purposes of this Section 5.08, (i) ownership of securities having less than five percent of the outstanding voting power of any Person that engages in any business or activity which is competitive with any business or activity conducted by the CorporationPEO Business shall not be deemed to be in violation of this Section 5.08; and (ii) the Employee acquisition by Seller or any of its Affiliates of any Person that operates a PEO Business shall not work for be deemed to be in violation of this Section 5.08 as long as the revenues of such PEO Business constitute less than ten percent of the total revenues of such acquired Person, and the acquisition of Seller or employany of its Affiliates by any Person that operates a PEO Business shall not be deemed to be in violation of this Section 5.08. (b) For a period of ten years after the Closing, the Seller shall not in any way, directly or indirectly, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or cause to be employed by anotherdelayed, for the purpose of conducting or engaging in the PEO Business, solicit any person who customers of the Company or any Company Subsidiary with whom the Company or any Company Subsidiary had dealings during the period of time in which the Company or such Company Subsidiary was an Affiliate of the Seller, or induce or attempt to induce any officer, employee, officer representative or agent of the Corporation Company or of any of its subsidiaries at any time during a period of twelve (12) months prior Company Subsidiary to the termination of leave the employment of the Employee under this Employment Agreement nor shall Company or such Company Subsidiary; provided, however, that the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee foregoing shall not give, sell or lease any goods or services competitive with prohibit a general solicitation to the goods or services public of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawgeneral advertising. (c) In Notwithstanding anything in the event that foregoing Sections 5.08(a) and (b) to the contrary, neither the Seller nor any of its Affiliates shall be prohibited by virtue of the provisions of this Section 5.08 from conducting any business other than the PEO Business (10subject to the exceptions set forth above). (d) The Restricted Period shall be extended by the length of any period during which the Seller is determined by any a court of competent jurisdiction to have been in breach of the terms of this Section 5.08. (e) The Seller acknowledges that the covenants of the Seller set forth in this Section 5.08 are an essential element of this Agreement and that, but for the agreement of the Seller to comply with these covenants, the Purchaser would not have entered into this Agreement. The Seller acknowledges that (i) this Section 5.08 constitutes an independent covenant that shall not be unenforceable affected by reason performance or nonperformance of its extending for too long any other provision of this Agreement by the Purchaser, and (ii) a period portion of time or over too great a range of activities, it the Purchase Price to be set forth in the Allocation shall be interpreted consideration allocable to extend only over such independent covenant. The Seller has independently consulted with its counsel and after such consultation agrees that the maximum period covenants set forth in this Section 5.08 are reasonable and proper. (f) As used in this Agreement, the term “PEO Business” shall mean the business of time or range providing clients with a mechanism to outsource the management of activities as to which it may be enforceablehuman resources, employee benefits, payroll and workers’ compensation through the establishment and maintenance of an employer relationship with the employees at the client's worksite and by contractually assuming certain employer rights, responsibilities, and risk.

Non-Competition. The Employee acknowledges that employment by the Corporation will give the Employee access to the Confidential Information, and that the Employee's knowledge of the Confidential Information will enable the Employee to put the Corporation at a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Period and for eighteen (18) months after the Termination Date, the Employee will not, directly or indirectly, individually or in partnership or in conjunction with any other Person: (a) During the term of employment of the Employee under this Employment Agreementbe engaged, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner whatsoever, including, without limitation, either individually or capacityin partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any business or activity which is competitive with any business or activity conducted by the Corporation; Competitive Business; (iib) the Employee shall not work for or employbe engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or cause in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business in a capacity in which the loyal and complete fulfilment of the Employee's duties to be employed that Competitive Business would: (i) inherently require that the Employee use, copy or transfer Confidential Information; (ii) make beneficial any use, copy or transfer of Confidential Information; (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by another, way of royalty or other compensation arrangements) in or in respect of any Person which carries on a Competitive Business; (c) contact or solicit any person who was an employeethe Employee knows to be a prospective, officer current or agent former client or supplier of the Corporation (who, in the case of a former client or supplier of any of its subsidiaries the Corporation, has had dealings with the Corporation at any time during a the eighteen (18) month period of twelve (12) months immediately prior to the termination end of the employment Employment Period) for the purpose of selling to the Employee under this Employment Agreement nor shall client or buying from the Employee form supplier any partnership products or services that are the same as or substantially similar to, or in any way competitive with, the products or establish services sold or purchased by Corporation during the Employee's employment or at the end thereof, as the case may be; (d) induce or solicit, attempt to induce or solicit or assist any business venture third party in cooperation with, inducing or soliciting any such person which is competitive with any business employee or activity consultant of the Corporation; , to leave the Corporation or to accept employment or engagement elsewhere. The restriction in Subsection 7.2 (b) (iii) will not prohibit the Employee shall from holding not give, sell or lease any goods or services competitive with the goods or services more than 5% of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are issued shares of a personalpublic company listed on any recognized stock exchange or traded on any bona fide "over the counter" market anywhere in the world. For greater certainty, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements Employee's obligations under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order are in addition to being enforced by the Corporation at lawobligations respecting disclosure and use of Confidential Information in Part 8. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During The Employee acknowledges that employment by the term of employment Company will give the Employee access to the Confidential Information, and that the Employee's knowledge of the Confidential Information will enable the Employee under this to put the Company at a significant competitive disadvantage if the Employee is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Agreement, Period and during a period of for one (1) year after termination of employment of the Termination Date, the Employee under this Employment Agreement without regard to the cause of termination of employment and whether will not, directly or not such termination of employment was caused by the Employee indirectly, individually or by the Corporation, in partnership or in conjunction with any other Person: (i) the Employee shall not engagebe engaged, either directly or indirectly, in any manner whatsoever, including, without limitation, either individually or capacityin partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any business or activity which is competitive with any business or activity conducted by the Corporation; Competitive Business; (ii) the Employee shall not work for or employbe engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or cause to be employed by anotherin partnership, jointly or in conjunction with any person who was other person, or as an employee, officer consultant, adviser, principal, agent, member or agent proprietor in any Competitive Business in a capacity in which the loyal and complete fulfilment of the Corporation or of any of its subsidiaries at any time during a period of twelve Employee's duties to that Competitive Business would (12i) months prior to the termination of the employment of inherently require that the Employee under this Employment Agreement nor shall the Employee form any partnership withuse, copy or transfer Confidential Information, or establish (ii) make beneficial any business venture in cooperation withuse, any such person which is competitive with any business copy or activity transfer of the CorporationConfidential Information; or (iii) advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of any Person which carries on a Competitive Business. The restriction in Subsection 7.2 (iii) will not prohibit the Employee shall from holding not give, sell or lease any goods or services competitive with the goods or services more than 5% of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are issued shares of a personalpublic company listed on any recognized stock exchange or traded on any bona fide "over the counter" market anywhere in the world. For greater certainty, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements Employee's obligations under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order are in addition to being enforced by the Corporation at lawobligations respecting disclosure and use of Confidential Information in Part 8. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of one five (15) year after termination of employment of years commencing on the Employee under this Employment Agreement without regard to date hereof (the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation“Restricted Period”), (i) the Employee SpinCo shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, through one or cause to be employed by anothermore of its Subsidiaries or otherwise: (a) engage in or assist others in engaging in the Restricted Business in the Territory; (b) have an equity or other ownership interest in any Person (other than the Buyer or its Affiliates) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, any person who was an employeeincluding as a partner, officer shareholder, member, agent, trustee or agent of consultant; (c) solicit or accept the Corporation or business of any actual or prospective client or customer of its subsidiaries at DG or the Restricted Business (including any time during existing or former client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business and any Person that becomes a period client or customer of twelve (12) months prior to DG, the termination Buyer or any of their respective Subsidiaries or the employment of Restricted Business after the Employee under this Employment Agreement nor shall the Employee form any partnership withdate hereof), or establish any other Person who has a material business venture in cooperation withrelationship with DG, the Buyer or any such person which is competitive with any business of their respective Subsidiaries or activity of the Corporation; (iii) the Employee shall not giveRestricted Business, sell or lease any goods to purchase products or services competitive with the goods Restricted Business; or services (d) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of DG, the Corporation Buyer or its subsidiaries any of their respective Subsidiaries as it relates to the Restricted Business (including any personexisting or former client, partnershipcustomer, corporation supplier or other entity who purchased goods licensor of DG, the Buyer or services from any of their respective Subsidiaries as it relates to the Corporation Restricted Business and any Person that becomes a client, customer, supplier or its subsidiaries within one (1) year before licensor of DG, the termination Buyer or any of their respective Subsidiaries as it relates to the employment of Restricted Business after the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestdate hereof), or participate any other Person who has a material business relationship with DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, SpinCo may own, directly or indirectly, solely as an investment, equity securities of any Person traded on any national securities exchange if SpinCo is not a directorcontrolling Person of, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are a member of a personalgroup which controls, specialsuch Person and does not, unique and extraordinary characterdirectly or indirectly, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee own five percent (5%) or more of any class of his agreements under this Section (10) would damage the goodwill equity securities of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawsuch Person. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. Non-Solicitation. (a) During the term of employment of the Employee under this Employment AgreementSubject to Section 6.12(b), and during for a period of one two (12) year years after termination the Closing (the "Restricted Period"), neither Seller nor any of employment its Affiliates shall acquire or own securities having more than twenty percent (20%) of the Employee under outstanding voting power of any Person listed in Exhibit K (each a "Competing Business"), other than any acquisition or ownership of such securities made on behalf of clients in the ordinary course of Seller's or such Affiliate's investment management business. (b) Notwithstanding anything in this Employment Agreement without regard Section 6.12 to the cause contrary, Seller may, during the Restricted Period, acquire control of, or merge or consolidate with, a Person that directly or indirectly owns a Competing Business (an "Acquired Competing Business"); provided that within thirty (30) days of termination the acquisition of employment such Person, Seller shall provide a notice to Buyer describing in reasonable detail such Acquired Competing Business and whether or Buyer shall have the exclusive right for thirty (30) days thereafter to offer to purchase such Competing Business (a "Buyer Offer"). If Seller does not such termination accept the Buyer Offer, Seller shall thereafter use commercially reasonable efforts to dispose of employment was caused by the Employee or by Acquired Competing Business as promptly as reasonably practicable. (c) For the CorporationRestricted Period, (i) the Employee Seller and its Affiliates shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employway, directly or indirectly, knowingly solicit any officers, employees, Representatives or cause to be employed by anotheragents of the Company or any Subsidiary (or any officer, employee, Representative or agent of Buyer (or any person who successor thereto) if such Person was an officer, employee, officer Representative or agent of the Corporation Company or of any of its subsidiaries at any time during a period of twelve (12) months Subsidiary immediately prior to the termination Closing) to leave the employ of the Company, any Subsidiary or Buyer (or any successor thereto), as the case may be, or violate the terms of their contracts, or any employment arrangements, with the Company or any Subsidiary; provided, however, that the foregoing shall not be construed to prohibit or restrict (i) any general solicitation or advertisement not specifically targeted to or reasonably expected to specifically target officers, employees or Representatives or agents of the Employee under Company or any Subsidiary in respect of such matters that would violate this Employment Agreement nor shall Section 6.12(c) or (ii) the Employee form hiring of any partnership with, officers or establish any business venture in cooperation with, any such person which is competitive with any business or activity employees of the Corporation; (iii) Company or any Subsidiary in respect of which Buyer has terminated the Employee shall not give, sell or lease any goods or services competitive employment with the goods or services of the Corporation or its subsidiaries to Company and any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationSubsidiary. (bd) The Corporation and the Employee agree Seller acknowledges that the services covenants of Seller set forth in this Section 6.12 are an essential element of this Agreement and that, but for the Employee are agreement of a personalSeller to comply with these covenants, special, unique and extraordinary character, and canBuyer would not have entered into this Agreement. Seller acknowledges that this Section 6.12 constitutes an independent covenant that shall not be replaced affected by the Corporation without great difficulty, performance or nonperformance of any other provision of this Agreement by Buyer. Seller has independently consulted with its counsel and after such consultation agrees that the violation by the Employee covenants set forth in this Section 6.12 are reasonable and proper. Seller agrees and acknowledges that remedies at law for any breach of any of his agreements its obligations under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, 6.12 are inadequate and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition thereto Buyer shall be entitled to being enforced by the Corporation at law. (c) In seek equitable relief, including injunction and specific performance, in the event that this Section (10) shall be determined by of any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablesuch breach.

Non-Competition. (a) During Shareholder agrees that commencing on the term of employment later of the Employee under this Employment Agreement, and during a period date of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment Consulting Agreement or the date of termination of Shareholder as an employee of IA (the “Departure Date”), and continuing until two years thereafter, Shareholder will not directly or indirectly (i) engage in or continue in any business within a 75 mile radius of any IA wireless access point existing or contemplated at the Departure Date (the “Territory”), that competes with or is engaged in or carries on, in any material respect, the Business (a “Competing Business”), including owning, controlling, participating in, joining, operating, or managing or being a partner, stockholder or other equity interest owner, or as an employee, independent contractor, consultant, advisor, sales representative or distributor of any kind, of any Competing Business, (ii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which at the time of such consultation, advice or assistance is or proposes to become a competitor of IA within the Territory, including, but not limited to, advertising or otherwise endorsing the products or services of any such competitor; soliciting clients or subscribers which were clients or subscribers of the Employee under this Employment Agreement nor shall Company (or persons or entities from which the Employee form Company has solicited orders for the sale of any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods products or services of the Corporation Company within the 24 months immediately preceding the Closing Date) or its subsidiaries otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to any person, partnership, corporation such competitor; or other entity who purchased goods (iii) induce or services from the Corporation attempt to induce any present or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a former director, officer, 5% stockholder, partner, employee, consultant agent, subscriber, client, vendor, supplier or otherwise, in any corporation, partnership lessor of IA to terminate his or other entity which is competitive her position or relationship with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree IA. Shareholder understands that the services foregoing restrictions limit his ability to engage in a business similar to the Business of the Employee are Company, but acknowledges receiving sufficiently high benefits from IA under this Agreement to justify such restriction. The foregoing agreement shall not be deemed to prohibit the Shareholder from acquiring as a passive investment not more than a one percent ownership interest of a personal, special, unique Competing Business whose securities are publicly-traded. IA will notify the Shareholder at the Departure Date of all wireless access points existing and extraordinary character, and cannot be replaced by contemplated at the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill Departure Date upon receipt of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawShareholder’s written request. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, The Seller hereby acknowledges and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, agrees that (i) the Employee shall Purchaser would not engage, either directly have entered into this Agreement or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the CorporationLicense Agreement if the Seller had not agreed to this non-competition covenant; and (ii) Seller has had access to information that is confidential to the Employee Purchaser, which constitutes a valuable, special and unique asset of the Purchaser, and with respect to which the Purchaser is entitled to the protections afforded by this Agreement and to the remedies for enforcement of this Agreement provided by law or in equity (including, without limitation, those remedies the availability of which may be within the discretion of the court or arbitrator that presides over any action for enforcement of this Agreement is brought). (b) For a period of five (5) years following the Closing Date (the “Covenant Period”), the Seller agrees that it will not, directly or indirectly (through any entity or other Person), and shall cause each of its Subsidiaries not work for or employto, directly or indirectly, acting alone or cause to be employed by anotheras a member of a partnership, as a holder or owner of any person who was security, as an employee, officer agent, advisor, consultant to, independent contractor to, representative, or agent in any other capacity within North America, South America or Central America (collectively, the “Territory”), engage in the Business. Notwithstanding anything else to the contrary in this Agreement, none of the Corporation restrictions or limitations in this Section 6.9 shall be applicable to (i) any Person that acquires Seller, by merger, consolidation, sale of any all or substantially all of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withassets, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation purchase or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination acquisition of the employment a majority of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant Seller’s outstanding voting securities or otherwise, which Person was not an Affiliate of Seller prior to such acquisition, or (ii) any Person that acquires any of Seller’s assets, whether by purchase or by sale in any corporation, partnership or other entity which is competitive connection with any business reorganization or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services liquidation of the Employee are Seller, which Person was not an Affiliate of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition Seller prior to being enforced by the Corporation at lawsuch acquisition. (c) In Seller agrees that it will not (directly or indirectly through any entity or other Person), and shall cause each of its Subsidiaries not to, directly or indirectly, acting alone or as a member of a partnership, as a holder or owner of any security, as an employee, agent, advisor, consultant to, representative, or in any other capacity (i) cause or attempt to cause to leave the event employment or service of the Purchaser or its Subsidiaries, any person who is then employed by the Purchaser or its Subsidiaries in a business unit that engages in the Business, provided that the foregoing shall not be deemed to prevent general employment solicitations by Seller, or (ii) request that any such person, or any agent or independent contractor of the Purchaser or its Subsidiaries curtail or cancel its business or refrain from doing business with the Purchaser or its Subsidiaries. For purposes of this Section 6.9(c), “Subsidiaries” of Purchaser shall include (10i) those Subsidiaries of Purchase whose corporate name includes the name “Kawasaki,” (ii) those Subsidiaries of Purchaser that Purchaser has informed Seller in writing are Subsidiaries of Purchaser and (iii) those Subsidiaries of Purchaser that Seller is aware are Subsidiaries of Purchaser. (d) Without limiting the generality of the provisions of this Section 6.9, the Seller shall be determined deemed to be carrying on or engaged in a particular business if it (whether alone or in association with one or more other Persons) is a partner, owner, stockholder, independent contractor or joint venturer of, or a consultant or lender to, or an investor in any manner in, any Person who or which is directly engaged in the Business. (e) Notwithstanding the foregoing provisions of this Section 6.9, the Seller may own, solely as an investment, securities if the Seller (A) is not an Affiliate of the issuer of such securities and (B) does not, directly or indirectly, beneficially own more than 5%, in the aggregate, of the class of which securities are a part. (f) The Seller acknowledges and agrees that the limitations imposed by this non-competition covenant as to time, geographical area, and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Purchaser. If any court of competent jurisdiction determines that any of such covenants, provisions, or portions of the Agreement, or any part thereof, are unenforceable and invalid, then (a) the validity and enforceability of any remaining covenants, provisions or portions thereof shall not be affected by such determination, (b) those of such covenants, provisions, or portions that are determined to be unenforceable by reason because of its extending for too long a period of time the duration or over too great a range of activities, it scope thereof shall be interpreted severed and/or reformed by the court to extend only over the maximum period of time reduce there duration or range of activities scope so as to which it may render the same enforceable against Seller, and (c) all remaining covenants, provisions, portions and terms of the Agreement shall be enforceablevalid and enforceable to the fullest extent permitted by law.

Non-Competition. (a) During Thompson agrees, (i) unless his employment or OSJ agreemen▇ ▇▇ ▇▇▇minated without Cause by the term of employment of the Employee under this Employment AgreementBuyer, and during for a period of one eighteen (118) year after termination months from the Closing Date, neither he nor any of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporationhis Affiliates, (i) the Employee shall not engage, either directly or indirectly, as a principal or for his own account or solely or jointly with others, or as stockholders in any manner corporation, limited liability company or capacityother entity, or joint stock association, in any business that competes with the Business or activity which is competitive with Subsidiary as it exists on the Closing Date within the States of Connecticut, New Jersey and New York; provided that nothing herein shall prohibit the acquisition of a diversified company having not more than 5% of its sales (based on its latest published annual audited financial statements) attributable to any business or activity conducted by that competes with the CorporationBusiness; or (ii) for a period of four (4) years from the Employee Closing Date, neither he nor any of his Affiliates shall not work for employ or employ, directly or indirectlysolicit, or cause to be employed by anotherreceive or accept the performance of services by, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries Transferred Employee; and (iii) at any time during a period after the Closing Date, neither he nor any of twelve (12) months prior to his Affiliates shall utilize the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form name "Somerset" or any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationderivative thereof. (b) The Corporation Toth agrees, (i) except for merchant banking, investment b▇▇▇▇ng and syndicate activities, for a period of eighteen (18) months from the Employee agree that the services of the Employee are of a personalClosing Date, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of neither he nor any of his agreements under this Section Affiliates, shall engage, either directly or indirectly, as a principal or solely or jointly with others, or as stockholders in any corporation, limited liability company or other entity, or joint stock association, in any business that competes with the Business or Subsidiary as it exists on the Closing Date within the States of Connecticut, New Jersey and New York; provided that nothing herein shall prohibit the acquisition of a diversified company having not more than 5% of its sales (10based on its latest published annual audited financial statements) would damage attributable to any business that competes with the goodwill Business; or (ii) for a period of four (4) years from the Corporation Closing Date, neither he nor any of his Affiliates shall employ or solicit, or receive or accept the performance of services by, any Transferred Employee; and (iii) except for merchant banking, investment banking and cause syndicate activities, neither he nor any of his Affiliates shall utilize the Corporation irreparable harm which could not reasonably name "Somerset" or adequately be compensated in damages in an action at lawany derivative thereof, and that to promptly after the agreements Closing Date amend the name of any other entity utilizing the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawname of Somerset. (c) In the event that If any provision contained in this Section (10) shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Section, but this Section shall be determined construed as if such invalid, illegal, or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by 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 be unenforceable by reason of its extending provide for too long a period of covenant having the maximum enforceable geographic area, time or over too great a range of activitiesperiod, it and other provisions (not greater than those contained herein) as shall be interpreted valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to extend only over compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to injunctive relief requiring specific performance by Seller of this Section, and Seller consents to the maximum period of time or range of activities as to which it may be enforceableentry thereof.

Non-Competition. (a) During the term of employment of the Employee under In order to induce Purchaser to enter into this Employment Agreement, and during subject to the exceptions set forth herein, Seller expressly covenants and agrees that, for a period of one five (15) year years from and after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the CorporationClosing Date, (i) neither Seller nor any of its Affiliates shall without the Employee shall not engageprior express written consent of Purchaser (A) own, manage, operate or control, either within or outside the Territory, any business, individual, partnership, firm, corporation or other entity which is engaged, directly or indirectly, in the Business of the Company or any manner Subsidiary within the Territory or capacity, in any business (B) interfere or activity which is competitive attempt to interfere with any business relationship between any third party and Purchaser or activity conducted by any of its Affiliates in connection with Purchaser's or its Affiliates' engaging in the Corporation; Business of the Company or any Subsidiary within the Territory including, without limitation, the solicitation or acceptance of any work or engagement from any Person or any Affiliate of such Person who was a client of the Company or any Subsidiary within the eighteen (18) month period immediately preceding the Closing Date, or (ii) solicit or encourage any officer, employee, consultant or agent employed or exclusively retained by the Employee Company or any Subsidiary on the Closing Date to leave the employ or exclusive retention of the Company or such Subsidiary, as the case may be, other than through a general solicitation that does not specifically target employees or consultants of the Company or any Subsidiary; provided, -------- however, that nothing in this Section 7.8 shall not work for limit, prohibit or employrestrict ------- ----------- Seller or any of its Affiliates from carrying out any of the activities listed on Schedule 7.8 hereto or from owning, directly or indirectly, or cause to be employed by another------------- solely as an investment, any person who was publicly-traded securities of an employeeentity which engages in the Business if Seller and its Affiliates do not, officer or agent of the Corporation or collectively, own more than five percent (5%) of any class of its subsidiaries at any time during a period securities of twelve (12) months prior such entity. For the avoidance of doubt, notwithstanding anything herein to the termination of contrary, the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withparties agree that, because Purchaser has entered into, or establish any business venture in cooperation withwill enter into, any such person which is competitive with any business or activity of the Corporation; separate employment agreements (iiicontaining non-competition agreements) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries individuals whose activities Purchaser wishes to restrict, this Section 7.8 applies only to entities and not to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationnatural ----------- persons. (b) The Corporation Seller and the Employee Purchaser expressly agree that the services remedies at law for any breach of the Employee are provisions of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) 7.8 may be enforced by the Corporation in equity by an injunction or restraining order inadequate and that, in addition to being enforced by any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the Corporation at law. (c) In necessity of proving actual damages or posting bond. To the event extent that any part of this Section (10) 7.8 may be invalid, illegal or unenforceable for ----------- any reason, it is intended that such part shall be determined by any enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable. Seller and Purchaser acknowledge that Purchaser would not enter into this Agreement or acquire the Membership Interests unless Seller agreed to be unenforceable by reason the provisions of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.this Section 7.8. ------------

Non-Competition. (a) During the term of employment In furtherance of the Employee under this Employment Agreementtransfer of the Assets to the Buyer hereunder by virtue of the Contemplated Transactions, to more effectively protect the value of the Assets so transferred, and during to induce to consummate the Contemplated Transactions, each Selling Party covenants and agrees that, for a period of one commencing on the Closing Date and ending on the fifth (15th) year after termination of employment anniversary of the Employee under this Employment Agreement without regard to Closing Date (the cause “Term”), such Selling Party will not, nor will such Selling Party permit any of termination of employment and whether its, his or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employher Affiliates to, directly or indirectly, (i) individually or cause to be employed by anotheras a shareholder, any person who was an employeedirector, officer officer, member, partner, joint venturer, employee or agent of any other Person, engage in the Corporation Business (except as an employee or independent contractor of any the Buyer or one of its subsidiaries assigns or Affiliates), or in any business which is competitive with the Business, or in any Affiliate Business, anywhere within North America; (ii) solicit any Person who is or was a customer or supplier of the Seller, or who becomes a customer or supplier of the Buyer, its assigns and/or its Affiliates at any time during a period the Term, for the purpose of, directly or indirectly, engaging in, or assisting any Person in engaging in, any business which competes, directly or indirectly, with the Business; or (iii) solicit for employment and/or hire any employee of twelve Seller hired by the Buyer or any other Person who is on the Closing Date, or becomes at any time during the Term, an employee of the Buyer, or any such person who was employed by Buyer or any of its Affiliates at any time during the six (126) months prior to such solicitation or hiring. Notwithstanding the termination foregoing, nothing contained in this Section 10.2(a) shall prohibit any Selling Party or any of its, his or her Affiliates from owning not more than an aggregate of two percent (2%) of any class of stock listed on a national securities exchange or traded in the over-the-counter market; provided that no Selling Party or its, his or her Affiliates is actively engaged in the Business or the Buyer’s business, (B) the individuals listed on Exhibit 10.2-B from engaging in the permitted activities listed on Exhibit 10.2-B, so long as such individuals received prior written approval from the Buyer and are not an employee of the employment Buyer or its Affiliates at the time of such engagement, (C) any Selling Party or any of its, his or her Affiliates from owning not more than an aggregate of ten percent (10%) of any equity securities in a Person engaged in the Employee under this Employment Agreement nor shall the Employee form any partnership withpermitted activities listed on Exhibit 10.2-B, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iiiD) the Employee shall not give, sell or lease any goods or services competitive with individuals listed on Exhibit 10.2-D from owning equity securities pursuant to the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate terms and conditions as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.set forth on Exhibit 10.2-D.

Non-Competition. (a) During ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (the term “Executives”) agree that, from and after the date of this Agreement until two years after the date their employment of by Public Company terminates (the Employee under this Employment Agreement“Ending Date”), and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether neither Executive shall directly or not such termination of employment was caused by the Employee or by the Corporation, indirectly (i) the Employee shall not engageexcept as an officer or employee of Public Company or any of its subsidiaries, either directly engage in, control, advise, manage, serve as a director, officer, or indirectlyemployee of, in act as a consultant to, receive any manner economic benefit from or capacityexert any influence upon, in any business or activity which is competitive with any business or activity conducts activities in the Territory similar to those conducted by the CorporationCompany or the Subsidiary; (ii) the Employee shall not work for except in connection with any duties as an officer or employemployee of Public Company or any of its subsidiaries, directly solicit, divert or indirectlyattempt to solicit or divert any party who is, was, or cause was solicited to be employed by anotherbecome, any person who was an employee, officer a customer or agent supplier of the Corporation Company or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the CorporationClosing Date; (iii) employ, solicit for employment or encourage to leave their employment, any person who was during the Employee shall not givetwo-year period prior to such employment, sell solicitation or lease any goods encouragement or services competitive with the goods is an officer or services employee of the Corporation Company or any of its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreementsubsidiaries; (iv) avail itself of or invest in any business opportunity which is related to the Employee shall not have activities conducted by the Company or any material financial interestof its subsidiaries, and which came to its attention prior to the Ending Date; (v) disturb, or participate attempt to disturb, any business relationship between any third party and the Company or any of its subsidiaries; or (vi) make any statement to any third party, including the press or media, likely to result in adverse publicity for the Company or any of its subsidiaries. For purposes of this Section 6.8(a), the term “directly or indirectly” shall include acts or omissions as a directorproprietor, partner, joint venturer, employer, salesman, agent, employee, officer, 5% stockholderdirector, partnerlender or consultant of, employeeor owner of any interest in, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationPerson. (b) The Corporation and In the Employee agree that the services event of actual or threatened breach of the Employee are provisions of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law6.8, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order Public Company, in addition to being enforced by any other remedies available to it for such breach or threatened breach, including the Corporation at lawrecovery of damages, shall be entitled to an injunction restraining such Executive from such conduct without the necessity to post a bond. (c) In If at any time any of the event that provisions of this Section (10) 6.8 shall be determined by any court of competent jurisdiction to be invalid or unenforceable by reason of its extending for too long a period being vague or unreasonable as to duration, area, scope of time activity or over too great a range of activitiesotherwise, it then this Section shall be interpreted reformed and amended to extend include only such time, area, scope of activity and other restrictions, as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the maximum period matter, and Member expressly agrees that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. (d) The provisions of time or range of activities as to which it may this Section 6.8 shall be enforceablein addition to, and not in limitation of, any other provisions contained in any other agreement restricting competition by either Executive, including any employment agreement between the Company and such Executives.

Non-Competition. (a) For a period equal to the term of this Agreement and one year after the termination of employment for any reason, without the written consent of the Employer, Employee shall not either directly or indirectly engage (whether for his own account or as a partner, joint venturer, employee, consultant, agent, contractor, officer, director or shareholder or otherwise) in any business within the United States which delivers preferred provider organization or claims repricing services on behalf of health care payors or networks, provided, however, that the foregoing shall not be deemed to prohibit Employee from purchasing and owning securities of a company traded on a national securities exchange or on the NASDAQ National Market with which Employee has no relationship so long as such ownership does not exceed 2% of the outstanding stock of such company. (b) During the term of employment of the Employee under this Employment Agreement, Agreement and during for a period of one (1) year three years after termination of Employee's employment of the for any reason Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, will not: (i) solicit, contact or encourage (i) any person who is an employee of the Employee shall not engage, either directly Employer or indirectly, in of any manner division or capacity, in any business subsidiary of the Employer or activity which is competitive with any business or activity conducted by the Corporation; (ii) any supplier, vendor, agent or consultant to the Employee shall not work for or employEmployer, directly or indirectlyto terminate its, his, or cause her relationship with the Employer; (ii) make any derogatory, defamatory or negative statement about the Employer or any of their officers, directors, or employees to be the press, to any part of the investment community, to the public, or to any person connected with, employed by anotheror having a relationship to the Employer, any person who was an employee, officer or agent provided that nothing contained herein shall be deemed to prohibit full and ▇▇▇▇▇ discussions of the Corporation or of any of Employer and its subsidiaries and its affairs in any Board of Directors meeting of the Employer or its parent or subsidiary corporations and, during such period as Employee may be a stockholder of Employer, at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; stockholders' meeting thereof; (iii) willfully interfere with or disrupt the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment AgreementEmployer's operations; or (iv) the Employee shall not have any material assist, advise or provide information or support, whether financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, to any person in connection with any proxy contest, action by written consent or vote of the Employer, the purpose of which is to elect a director or slate of directors who were not nominated by the then sitting Board of Directors of the Employer, provided, however, that nothing contained herein shall require the Employee to vote any shares held by him in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawparticular manner. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long For a period of time three years after termination of Employee's employment for any reason other than Cause, Employer and its directors, chief executive, financial and operating officers shall refrain from making any negative, derogatory or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceabledefamatory statement about Employee.

Non-Competition. The Executive acknowledges and recognizes the highly competitive nature of the business of the Corporation and its affiliates as well as his extensive participation in the ownership of the common stock of the Corporation. The Executive accordingly agrees, until the third anniversary of the Executive's termination or resignation of employment (such date being hereafter referred to as the "Restricted Date"), as follows: (a) During the term The Executive will not directly or indirectly engage (as owner, stockholder, partner or otherwise, except as a holder of employment fewer than 5% of the Employee under this Employment Agreement, and during outstanding shares or other equity interests of a period of one (1company whose shares or other equity interests are publicly traded) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent indirectly competes with the business of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to affiliates within the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture same jurisdictions in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or any of its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from affiliates engages in business at the Corporation or its subsidiaries within one (1) year before the termination time of the employment of Executive's termination or resignation, as the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationcase may be. (b) The Corporation and the Employee agree that the services Executive will not directly or indirectly induce any employee of the Employee are Corporation or any of a personal, special, unique and extraordinary characterits affiliates to engage in any activity in which the Executive is prohibited from engaging by paragraph (a) above or to terminate his employment with the Corporation or any of its affiliates, and canwill not be replaced directly or indirectly employ or offer employment to any person who was employed by the Corporation without great difficulty, and that the violation by the Employee of or any of his agreements under this Section (10) would damage the goodwill its affiliates unless such person shall have been terminated without cause or ceased to be employed by any such entity for a period of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawleast 12 months. (c) In The executive will not make any statement or take any action intended to impair the event goodwill or the business reputation of the Corporation or any of its affiliates, or to be otherwise detrimental to the interests of the Corporation or any of its affiliates, including any action or statement intended, directly or indirectly, to benefit a competitor of the Corporation or any of its affiliates. (d) It is expressly understood and agreed that although the Executive and the Corporation consider the restrictions contained in this Section (10) 10 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 Executive, the provisions of this Agreement shall not be rendered void but shall be determined by deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction to finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities amended so as to which make it may be enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition. As an inducement to Buyer to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to preserve the goodwill associated with the Business, for a period of five (a5) During years after the term of employment Closing Date: (i) each Shareholder (excluding Sentry and the Passive Investor Shareholders) shall not, and each Shareholder (excluding Sentry and the Passive Investor Shareholders) shall cause its Affiliates not to, directly or indirectly engage in, continue in or carry on any business that competes in any aspect of the Employee under this Employment AgreementBusiness, including owning or controlling any financial interest in any Competitor; (ii) each Shareholder (excluding Sentry) shall not, and during each Shareholder shall cause its Affiliates not to, directly or indirectly consult with, advise or assist in any way, whether or not for consideration, any Competitor in any aspect of the Business, including advertising or otherwise endorsing the products or services of any such Competitor, soliciting customers or otherwise serving as an intermediary for any such Competitor or loaning money or rendering any other form of financial assistance to any such Competitor; provided, however, that the foregoing shall not prevent Sentry Investments 3, LLC, Sentry Financial Corporation or any of their respective Affiliates from providing any such consultation, advice or assistance; (iii) each Shareholder shall not, and each Shareholder shall cause its Affiliates not to, directly or indirectly solicit, induce or otherwise offer employment or engagement as an independent contractor to, or engage in discussions regarding employment or engagement as an independent contractor with, any person who is or was an employee, commissioned salesperson or consultant of, or who performed similar services for, the Companies or Buyer, or assist any third party with respect to any of the foregoing, unless such person has been separated from his or her employment or other relationship with Buyer and each of its Affiliates (including the Companies) for a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the year; and (iv) each Shareholder shall not, and each Shareholder shall cause of termination of employment and whether or its Affiliates not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employto, directly or indirectly, or cause indirectly engage in any practice the purpose of which is to be employed by another, any person who was an employee, officer or agent evade the provisions of the Corporation or covenants set forth in this Section 6(c) applicable to such Shareholder. For the avoidance of doubt, the foregoing shall not prohibit the ownership by any Shareholder of not more than five percent (5%) of the securities of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods that is listed on a national securities exchange or services from traded in the Corporation national over-the-counter market. The geographic scope of this covenant not to solicit shall extend throughout North America. Buyer may sell, assign or its subsidiaries within one (1) year before the termination otherwise transfer this covenant not to compete, in whole or in part, to any person or entity that purchases all or a substantial portion of the employment Business. Recognizing the specialized nature of the Employee under this Employment Agreement; (iv) Business, the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation Shareholders acknowledge and the Employee agree that the services duration, geographic scope and activity restrictions of the Employee this covenant not to compete are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawreasonable. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of three (3) years following the Closing (the "NON-COMPETE PERIOD"), Company hereby covenants and agrees that it will not, directly or indirectly or through an affiliate: (1) as an individual proprietor, owner, partner, stockholder, officer, employee, director, consultant, agent, joint venturer, investor, lender, or in any other capacity whatsoever alone or in association with others, or in any capacity, own, manage, operate, control, consult with, be employed by, or invest in, any business competitive with the Business, anywhere in the United States of America; PROVIDED, HOWEVER, that (i) the Company's employees may, in response to a request for assistance from a client, assist advertisers to purchase e-mail marketing campaigns on the condition that: (i) the Acquiror is promptly notified of the request; (ii) the Company contractually engages Acquiror or permits the client to contractually engage Acquiror to fulfill the request; (iii) Company agrees to use commercially reasonable efforts to persuade the advertiser to satisfy the requests with lists that are managed by the Acquiror (and if the request is satisfied by Acquiror and Acquiror is paid, then Company shall receive the industry standard brokerage commission for such campaigns); (iv) Company agrees to evenly split the brokerage fee associated with such request with Acquiror in cases where the advertiser uses a third party list and the Company is paid; and (v) the Company agrees that it shall not be entitled to any fee or commission that is commonly recognized by the industry as a fee for a content license (the "FULFILLMENT FEE"). (2) recruit or otherwise solicit or induce any person (natural or otherwise) who is or becomes an employee or consultant of Naviant and/or Acquiror to terminate his or her employment with, or otherwise cease his or her relationship with, Naviant and/or Acquiror or hire any such employee or consultant who, prior to the date hereof, has left the employ of Naviant and/or Acquiror within one (1) year after termination of such employee's or consultant's employment with Naviant and/or Acquiror; or (3) solicit or attempt to solicit any U.S. business, customers, suppliers, or clients of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either Naviant and/or Acquiror in a manner that is directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services indirectly competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationBusiness. (b) The Corporation Each of Naviant, Acquiror and the Employee Company hereby acknowledge and agree that the services restrictions set forth in this Section are considered to be reasonable for the purposes of protecting Naviant and/or Acquiror's legitimate business interests. In view of the Employee are substantial harm which would result from a breach or threatened breach of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under covenants contained in this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law5.11, and Company agrees that the agreements of the Employee under this Section (10) may such covenants shall be enforced to the maximum extent permitted by the Corporation in equity by an injunction law. If any such covenant or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined portion thereof is found by any court of competent jurisdiction to be illegal, void or unenforceable by reason of its extending because it extends for too long a period of time or over too great broad a range of activitiesactivities or in too large a geographic area or for any other reason, it however, such restriction shall be interpreted to extend only over the maximum period of time or time, range of activities or geographic area as to which it may be enforceable or otherwise so as to render the covenant enforceable. (c) The Non-Compete period shall be tolled for any period(s) of violation or period(s) of time required for litigation to enforce the covenants herein. (d) In addition, the parties acknowledge and agree that it is impossible to more precisely estimate the damages that Naviant and/or Acquirer would suffer upon Company's nonperformance or breach of its obligations under this Section 5.11 of this Agreement, and the parties expressly acknowledge and agree that Naviant shall be entitled to receive US$2,000,000 in the event of nonperformance or breach of this Section 5.11 by Company (the "DEFAULT PAYMENT"). In order for Naviant and/or Acquiror to be entitled to a Default Payment pursuant to this Section 5.11 (d), Naviant or Acquiror must: (i) provide Company of written notice via certified mail and otherwise in compliance with the notice provisions of this Agreement of the non-performance or breach of its obligations under Section 5.11; and (ii) -35- provide the Company ten (10) business days to cure the non-performance or breach; provided, however, Naviant and/or Acquiror shall not be required to provide notice with respect to a non-performance or breach with respect to which Naviant and/or Acquiror has previously provided Company notice. Notwithstanding the foregoing sentence, Naviant and/or Acquiror shall be also entitled to a Default Payment if they can prove in a court of law that (i) Company willfully and intentionally failed to perform or breached its obligations under Section 5.11; and (ii) such non-performance or breach directly or indirectly generated revenue to a person or entity subject to the provision of this Section 5.11 in excess of $105,000. The parties further acknowledge and agree that the Default Payment: (i) is mutually agreed upon liquidated damages (not intended as a penalty), (ii) is not unconscionable, (iii) does not and will not constitute an unjust enrichment, (iv) is fair and reasonable under the circumstances, (v) was bargained for and derived through mutual negotiation, (vi) constitutes a material and integral part of this Agreement and that but for the agreement by Company to perform such obligations and comply with such covenants, Naviant and Acquiror would not have agreed to enter into this Agreement and (vii) is not Naviant and/or Acquiror's sole remedy of such nonperformance or breach by Company of this Section 5.11 and Naviant and/or Acquiror expressly reserves the right to seek any other available legal or equitable remedy, including, without limitation, specific performance. In addition to the Default Payment and any and all other rights which may be available to the Company, whether at law or in equity, the Company shall be entitled, at its election, to seek specific performance, injunctive relief and such other equitable relief to enforce the terms and provisions of this section. (e) Section 5.11 shall not apply to: (i) any Qualified Entity (as such term is defined below) that acquires a controlling equity interest in Company provided that such Qualified Entity does not use the Company or the assets and resources of the Company (in particular but without limitation, any information that relates to the Business) to engage in the Business; and provided, further that the current Executive Officers of the Company do not participate in any manner in assisting such Qualified Entity in developing a business that is competitive with the Business; (ii) any Qualified Entity that generates less than 20% of its revenues from activities competitive with the Business and with respect to which Company acquires a controlling interest provided that such Qualified Entity does not use the Company or the assets or resources of the Company (in particular, but without limitation, any information that relates to the Business) to engage in the Business; or (iii) any publicly traded company or entity in which Company holds less than 5% equity interest, provided that neither the Company nor any of its other affiliates actually participates or is physically involved in the subject entities' business which is comparable to the Business. A Qualified Entity is defined to be a business which generates in excess of $5 million of annual revenues, for the twelve month period preceding the measurement date of such Qualified Entity's annual revenues. (f) Notwithstanding the provisions of Section 5.11 (e)(ii), Naviant and the Acquiror shall have for the Non-compete Period a right of first refusal to acquire the business that Company acquires which directly or indirectly competes with the Business. (g) Subject to the Company's rights under Section 5.1(a)(1), for the Non-Compete Period, Company shall, at its own cost and expense, immediately refer any and all persons that make inquiries about (i) 24/7 Mail, Inc.; (ii) the Business; (iii) email advertising campaigns generally; or (iv) services provided by the Business (an "INQUIRY") to the Acquiror. With respect to any Inquiry, including an Inquiry made in person, by telephone, via a website, or via an email, the Company shall and shall cause its employees and agents to, in a professional and courteous manner, promptly refer the Inquiry to such persons as are designated by Naviant or Acquiror from time to time.

Non-Competition. (a) During the term of employment Each of the Employee under Sellers understands that Buyer shall be entitled to protect and preserve the going concern value of the business of Target and its Subsidiaries to the extent permitted by Law and that Buyer would not have entered into this Employment AgreementAgreement absent the provisions of this Section 6(d)(i) and, and during therefore, for a period of one from the Closing Date until two (12) year years after termination of employment of such time (the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation“Restricted Period”), (i) the Employee each Seller shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, (A) engage in activities or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withbusinesses, or establish any business venture new businesses (in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate each case whether as a directoran owner, officer, 5% stockholderdirector, manager, partner, employee, independent contractor, consultant or otherwise), that provides automobile or truck financing loans, or otherwise assists in any corporationthe provision of or arranges for automobile or truck financing loans, partnership primarily to United States military personnel (whether in the United States or other entity which is competitive elsewhere), or otherwise competes with any the business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services Target as of the Employee are Closing Date or as contemplated to be conducted by Target or its Subsidiaries as set forth in the Confidential Memorandum, or (B) influence or attempt to influence any 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 its Subsidiaries (collectively, “Competitive Activities”); provided, however, the foregoing provisions shall not prohibit (x) any Seller from owning up to 2% of the outstanding voting securities of a personalpublicly-traded company so long as neither such Seller, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of nor any of his agreements under this Section its Affiliates, seeks to influence or control, or is otherwise involved as an officer, director, manager or employee of, or independent contractor or consultant to, such publicly-traded company, (10y) would damage ownership of one or more automobile dealers or dealerships by any Seller, or (z) ▇▇▇▇▇▇ from performing services as an employee of Target or its Affiliates after the goodwill Closing Date on behalf of the Corporation Target and cause the Corporation irreparable harm its Affiliates which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawconstitute Competitive Activities. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment In furtherance of the Employee under this Employment Agreementtransfer of the Assets to the Buyer hereunder by virtue of the Contemplated Transactions, to more effectively protect the value of the Assets so transferred, and during to induce to consummate the Contemplated Transactions, each Selling Party covenants and agrees that, for a period of one commencing on the Closing Date and ending on the fifth (15th) year after termination of employment anniversary of the Employee under this Employment Agreement without regard to Closing Date (the cause “Term”), such Selling Party will not, nor will such Selling Party permit any of termination of employment and whether its, his or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employher Affiliates to, directly or indirectly, (i) individually or cause to be employed by anotheras a shareholder, any person who was an employeedirector, officer officer, member, partner, joint venturer, employee or agent of any other Person, engage in the Corporation Business (except as an employee or independent contractor of any the Buyer or one of its subsidiaries assigns or Affiliates), or in any business which is competitive with the Business, or in any Affiliate Business, anywhere within North America; (ii) solicit any Person who is or was a customer or supplier of the Sellers, or who becomes a customer or supplier of the Buyer, its assigns and/or its Affiliates at any time during a period the Term, for the purpose of, directly or indirectly, engaging in, or assisting any Person in engaging in, any business which competes, directly or indirectly, with the Business; or (iii) solicit for employment and/or hire any employee of twelve any Seller hired by the Buyer or any other Person who is on the Closing Date, or becomes at any time during the Term, an employee of the Buyer, or any such person who was employed by Buyer or any of its Affiliates at any time during the six (126) months prior to such solicitation or hiring. Notwithstanding the termination foregoing, nothing contained in this Section 10.2(a) shall prohibit (A) any Selling Party or any of its, his or her Affiliates from owning not more than an aggregate of two percent (2%) of any class of stock listed on a national securities exchange or traded in the over-the-counter market; provided that no Selling Party or its, his or her Affiliates is actively engaged in the Business or the Buyer’s business, (B) the individuals listed on Exhibit10.2-B from engaging in the permitted activities listed on Exhibit 10.2-B, so long as such individuals received prior written approval from the Buyer and are not an employee of the employment Buyer or its Affiliates at the time of such engagement, (C) any Selling Party or any of its, his or her Affiliates from owning not more than an aggregate of ten percent (10%) of any equity securities in a Person engaged in the Employee under this Employment Agreement nor shall the Employee form any partnership withpermitted activities listed on Exhibit 10.2-B, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iiiD) the Employee shall not give, sell or lease any goods or services competitive with individuals listed on Exhibit 10.2-D from owning equity securities pursuant to the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate terms and conditions as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.set forth on Exhibit 10.2-D.

Non-Competition. (a) During the term of the Employee's employment of hereunder and for the Employee under this Employment Agreement, and during a period of one Designated Period (1as defined below) year after termination of the Employee's employment of hereunder, the Employee under this Employment Agreement without regard to will not (a) anywhere within the cause State of termination of employment and whether or not such termination of employment was caused by the Employee or by the CorporationMichigan, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, alone or cause as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, employee or consultant of any other business organization that is engaged or becomes engaged in the dental business limited to be employed by anotherextended care and assisted living facilities in competition with the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) (the "DESIGNATED INDUSTRY"), (b) divert to any competitor of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) any customer of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations), or (c) solicit or encourage any officer, employee or consultant of the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) to leave their employ for alternative employment, or hire or offer employment to, directly or indirectly, any person who was an employee, officer whom the Employer or agent of the Corporation or of any of its subsidiaries affiliates (including HealthDrive Corporation or any professional corporations) then employs or to whom the Employer or any of its affiliates (including HealthDrive Corporation or any professional corporations) has offered employment. For purposes hereof, the term "DESIGNATED PERIOD" shall mean (i) with respect to termination of the Employee's employment hereunder (a) pursuant to Section 7(a) hereof, or (b) pursuant to Section 7(b) hereof, or (c) by the Employee pursuant to Section 7(c) hereof, a period of eighteen (18) months following the date of such termination, and (ii) with respect to termination of the Employee's employment hereunder by the Employer pursuant to Section 7(c) hereof, through such date of termination. The Employee acknowledges that the provisions of this Section 10 are essential to protect the business and goodwill of the Employer. The Employee will continue to be bound by the provisions of this Section 10 until their expiration and shall not be entitled to any compensation from the Employer with respect thereto except as provided above. If at any time during a period the provisions of twelve (12) months prior this Section 10 shall be 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 termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation court or other entity who purchased goods or services from body having jurisdiction over the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreementmatter; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event agrees that this Section (10) 10 as so amended shall be determined by valid and binding as though any court of competent jurisdiction to be invalid or unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceableprovision had not been included herein.

Non-Competition. In consideration of the Employee’s employment with Employer, its successors, present or future subsidiaries, or assigns during such time as may be mutually agreeable, of the compensation provided herein, of the Employee’s Base Salary as an Employee and for other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, Employee agrees: (a) During That during the term of employment of the by Employer, Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or will not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, engage in any manner or capacity, in any a business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employthat competes, directly or indirectly, with any of the products, services or cause businesses of Employer, (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such business; (iii) seek in competition with the business of Employer to be employed by anotherprocure orders from or do business with any customer of Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who was is an employeeemployee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, officer assemble, supply or agent deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the Corporation customers, associates, consultants, partners, or employees of Employer to take any action which might be disadvantageous to Employer; provided, however, that nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any of its subsidiaries at any time during corporation so engaged. (b) That for a period of twelve two years following termination of Employee’s employment, Employer shall, at its option, have the right to require that the Employee not (12i) months engage in a business that competes, directly or indirectly with any of the products sold or businesses conducted by any division or subsidiary of Employer in which the Employee worked during the two (2) year period prior to the termination of the Employee’s employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withby Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or establish any business venture in cooperation witha consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such person which is competitive with any business or activity of the Corporationbusiness; (iii) the Employee shall not give, sell or lease any goods or services competitive seek in competition with the goods business of Employer to procure orders from or services do business with any customer of Employer with which Employee had contact during the Corporation or its subsidiaries two years prior to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the Employee’s employment of the Employee under this Employment Agreementwith Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants, partners, or employees of Employer to take any action which might be disadvantageous to Employer; provided, however, that nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. The foregoing restrictions shall apply to conduct and activities in any city, county or state in the United States or in any foreign country in which any Employer subsidiary or division in which Employee worked during the two years prior to termination of Employee’s employment with Employer sells products or services or conducts business. Employer shall, if it exercises its option set forth in this Section 10 (b), with respect to employment or consulting activities, make the payments described in Section 10 (d) below to Employee. In the event that the Employee shall not have any material financial interestwould violate the provisions of this section following termination of Employee’s employment, or participate as a directorEmployer may, officerat its option, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted extend the foregoing two (2) year period by the Corporation. (b) The Corporation and the Employee agree that the services duration of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawEmployee’s violation. (c) During Employee’s employment by Employer and during the course of the above-mentioned two (2) year period, Employee shall advise Employer in writing of each and every bona fide offer subject to the restrictions set forth in this Agreement which Employee receives and wishes to accept. Employees notice shall be sufficiently detailed regarding the nature and scope of the offer and the identity and business of the offer or to permit Employer to make an informed decision whether to exercise its option hereunder, and shall include a copy of the written offer from the offeror. Employee agrees to supplement the notice with further information upon request by Employer. (d) Employer shall have ten (10) business days following receipt of Employee’s written notification (and any requested supplement) to advise me of its election, in its sole discretion, either, (i) to waive the non-competition provisions of this Agreement, in which case Employee shall be free to accept such offer subject to all the other terms and conditions of any agreements with Employer relating to inventions and confidential information; or (ii) to insist upon Employers full compliance with the provisions of this Agreement. If Employer elects option (ii) with respect to an employment or consulting offer, Employer shall compensate Employee monthly in an amount equal to my latest monthly base pay as an employee of the Employer in lieu of salary, benefits and all other remuneration Employee would have received in connection with the proposed employment or consulting for a period beginning on the date of Employees notice as provided above and ending twenty-four (24) months from severance of Employee’s employment with Employer. The amount payable may be reduced as provided herein. Monthly payments shall begin with the end of the month Employer elects option (ii) above. In the event that Employee receives an offer of temporary or part-time employment or an offer to serve as consultant, the amount payable pursuant to this Section (1010(d) shall be determined the lesser of (a) my latest monthly base pay or (b) the amount offered for temporary or part-time employment or consulting. Payments for temporary employment or consulting shall only be paid during the period for which Employee receives an offer of temporary employment or consulting. (e) The election by Employer of option (i) in Section 10(d) above with respect to any court one offer shall not be deemed a release or a waiver with respect to any other offers which Employee may receive during the two-year period of competent jurisdiction restriction. Payments pursuant to Section 10(d) above will be unenforceable adjusted if Employer exercises its option with respect to a subsequent offer of employment or consulting which results in different payments. Payments ender Section 10(d) will be based solely upon the most recent offer of employment or consulting presented to Employer. In no event will compensation ender Section 10(d) exceed Employee’s latest monthly base pay as an employee of Employer. (f) If Employee accepts employment or performs services for any business acceptable to Employer or not subject to the restriction set forth in this Agreement during the two-year period of restriction, the amount of any compensation to which Employee may later become entitled hereunder shall be reduced by reason of its extending the amount by which compensation received for too long such employment or services exceeds the base pay Employee would have received at Employer for a period of time of the same duration as such employment or over too great services. Employee shall promptly advise Employer in writing upon seeking payment pursuant to Section 10(d) of the dates such acceptable or unrestricted employment commenced and terminated and the compensation received therefor. In such case, Employer shall reduce future payments to Employee under Section 10(d) as provided herein. Payments pursuant to Section 10(d) above shall also be reduced by an amount equal to the amount paid to Employee by Employer under any other agreement, if any, limiting Employee’s right to subsequent employment. (g) Notices shall be sent to Employer at most recent corporate headquarters address, and to Employee at the most recent address Employer has for Employee, or at such different address as either party shall have given notice by certified mail, Return Receipt Requested Refusal by either party to accept a range notice shall be deemed receipt of that notice. (h) If any provision of this Section 10 should be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted herefrom with respect, and only with respect, to the operation of such provision in the particular jurisdiction in which such adjudication was made; provided, however, that to the extent any such provision may be made valid and enforceable in such jurisdiction by limitations on the scope of activities, it geographical area or time period covered, the parties agree that such provision instead shall be interpreted modified and deemed limited to extend the extent, and only over to the maximum period extent, necessary to make such provisions enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction, and in such limited form shall be fully enforceable. The parties further agree to modify, re-execute and resubmit this Agreement to an appropriate court if necessary to effect the purpose of time or range this Agreement. This Agreement shall be construed and enforced in accordance with the laws of activities as the State of Georgia. (i) The Employee acknowledges and agrees that a breach of the provisions of this Agreement by the Employee will cause serious and irreparable damage to which it Employer that may be enforceabledifficult to quantify and for which monetary damages alone will not be adequate. Accordingly, the Employee agrees that if Employer should bring an action to enforce its rights under this Agreement and if Employer establishes that Employee has breached any of the Employee’s obligations under this Agreement, Employer shall be entitled to (i) temporary and or permanent injunctive relief without the need for posting a bond, and (ii) reasonable attorneys’ fees incurred by Employer in bringing and prosecuting any action for breach. Nothing in this Agreement shall be construed to prohibit Employer from pursuing any other legal or equitable remedy. Employee agrees that in no event will Employer be liable to Employee for damages in connection with Employer’s enforcement of this Agreement in excess of the amounts specifically provided herein. Employee agrees that Employer, or its assignee, may assign this Agreement upon written notice to Employee. (j) In consideration for Employees obligations under this Agreement, Employer shall pay Employee upon termination of Employee’s employment with Employer, as supplemental severance pay in addition to all other normal severance benefits including paying out the compensation related to the remaining months covered under this agreement at the time of termination, but in lieu of similar severance under any other non-competition agreement, if any, with Employer, six months of Employee’s latest Base Salary and the release and issuance of the remaining Fifty percent (50%) founders stock as per article 5 (a) V, as an Employee of Employer if termination occurs within the first one-year term of Employment without cause and three months of Employee’s latest Base Salary as an Employee of Employer thereafter. Furthermore if termination without cause occurs before June 1, 2003, then any unpaid amounts related to the promissory note dated June 24, 2002, in the amount of $25,000, for the purchase of employers stock shall be forgiven.

Non-Competition. (a) During The Executive hereby agrees with the Corporation that during the term of his employment of the Employee under this Employment Agreementhereunder, and during in certain instances, as provided below, for a period of one (1) year after following termination of his employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporationhereunder, (i) the Employee he shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, engage in, or cause to be employed by anotherby, or act as a consultant to, or be a director, officer, owner or partner of, or acquire any interest in (other than an interest of 1% or less in the outstanding capital stock of a publicly traded corporation), any person who was an employeebusiness activity or entity which competes with the Corporation or any of its subsidiaries, officer or agent (ii) he shall not solicit any employee of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of leave the employment thereof or in any way interfere with the relationship of such employee with the Employee under this Employment Agreement nor shall Corporation or its subsidiaries, unless he believes in good faith at such action during the Employee form any partnership with, or establish any business venture term of his employment by the Corporation is in cooperation with, any such person which is competitive with any business or activity the best interests of the Corporation; , and (iii) the Employee he shall not giveinduce or attempt to induce any customer supplier, sell licensee or lease any goods other individual, corporation or services competitive other business organization having a business relation with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from cease doing business with the Corporation or its subsidiaries within one or in any way interfere with the relationship between any such customer, supplier, licensee or other person and the Corporation or its subsidiaries; provided, however, that as to the period after termination of the Executive's employment hereunder, the restrictive covenants set forth in this paragraph (1c) year before shall apply only for that time period for which the Executive has received or is receiving the severance benefits described in subparagraphs (ii) and (iii) of Paragraph 9(b) or subparagraphs (i) and (ii) of Paragraph 9(d) of this Agreement; but provided further that at any time following the termination of employment hereunder, the employment Executive shall be released from said restrictive covenants if he waives further payment of the Employee benefits under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation said subparagraphs and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by repays to the Corporation without great difficulty, and that the violation by the Employee portion of any of his agreements benefits already received under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm those subparagraphs which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition corresponds to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablehas not yet elapsed.

Non-Competition. Each of the Selling Shareholders, in its own name and on behalf of its owners, founders, shareholders, partners, members, directors, officers, employees and affiliates, hereby undertakes that during the Pre-Closing period and a period of four (4) years from the Closing Date, it shall not directly or indirectly permit or conduct any of the following, without the prior written consent of the Purchaser (which may be denied at the Purchaser’s sole discretion and without reasoning): (a) During carry on, engage in, have any interest in, acquire or aid or assist anyone else to engage in, have any interest in, whether for consideration or otherwise, in any capacity whatsoever (including, without limitation, as an owner, founder, shareholder, partner, member, advisor, director, officer, consultant, contractor, agent, employee, affiliate or co-venturer of any Person) in any Competing Business. Notwithstanding the term foregoing, no Selling Shareholder shall be prohibited from holding or taking a financial interest in securities of employment a public company in the Competing Business which are held for investment purposes only, if (x) such interest amounts to less than 5% (five percent) of the Employee under this Employment Agreement, issued securities of a company which is listed on a generally recognized stock exchange; and during a period of one (1y) year after termination of employment such interest carries less than 5% (five percent) of the Employee under this Employment Agreement without regard voting rights (if any) attaching to the cause issued securities of termination the issuer; and (z) Selling Shareholder is not involved in any way whatsoever in the management of employment and whether or not such termination the issuer of employment was caused the securities other than by the Employee exercise of voting rights attached to the securities and does not have any other additional minority rights in the issuer; (b) solicit or by offer the Corporationemployment or engagement, (i) the Employee shall not engage, either directly or indirectly, in for itself or for a third party, of any manner current and/or future officer or capacityemployee of the Company, in any business its Affiliates, Subsidiaries or activity which is competitive with any business or activity conducted by the Corporation; distributors; (iic) the Employee shall not work for or actually employ, directly or indirectly, for itself or cause for a third party, any current and/or future officer or employee of the Company, its Affiliates, Subsidiaries or distributors; (d) each undertaking contained in this Section 5.10 above shall be read and construed independently of the other covenants and obligations therein contained so that if one or more should be held to be employed by another, invalid as an unreasonable restraint of trade or for any person who was an employee, officer other reason whatsoever then the remaining covenants and obligations shall be valid to the extent that they are not held to be invalid. If one or agent more of the Corporation covenants and obligations contained in this Section 5.9 is held invalid as an unreasonable restraint of trade or for any other reason whatsoever, but would have been held valid if part of the wording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said covenants and obligations shall apply with such modifications as may be necessary to make them valid and effective; and (e) The covenants and obligations contained in this Section 5.9 are considered by the Parties to be reasonable in all circumstances and each Party undertakes not to contend or dispute any of its subsidiaries at any time during the aforementioned covenants and obligations; (f) The Selling Shareholders further acknowledge that they will receive as an element of the Aggregate Purchase Price full and fair compensation for the restrictions under this Section 5.10. (g) Notwithstanding the aforementioned, it is agreed that the non-competition undertakings in accordance with this Section 5.10 shall apply to the Company’s current CEO, ▇▇▇▇ ▇▇▇▇▇▇▇ and entities (corporations, trusts etc.) directly or indirectly controlled by him for a period of twelve four (124) months prior to years starting from the termination of his services to the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationCompany. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of one four (14) year after termination years following the Closing (the "Non-Competitive Term"), neither Seller nor any of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employits Subsidiaries shall, directly or indirectly, engage anywhere in the world in, or cause to be employed by anotherhave any ownership interest in, or participate in the financing, operation, management or control of, any person who was an employee, officer Person that engages or agent participates in any business that is substantially similar to or competitive with the Kendro Business as conducted as of the Corporation Closing Date (collectively, ▇▇▇ "Competition Activities"); provided, however, that the foregoing shall not prohibit Seller and its Subsidiaries from (i) owning any debt or debt obligations of any Person or entity, (ii) investing in securities representing less than five percent (5%) of the outstanding capital stock of any publicly-traded entity, or (iii) making an acquisition of a company that contains a competing business (provided that the primary intent of the acquisition was not to acquire the competing business and the revenues of the competing business are not greater than fifteen percent (15%) of the total revenues of the acquired entity). Each of the parties hereto agrees that if any provision of this Section 4.5 shall contravene or be invalid under the laws of any state or jurisdiction applicable hereto, then such contravention or invalidity shall not invalidate all of the provisions of this Section 4.5; but, rather, this Section 4.5 shall be construed, insofar as the laws of that state or jurisdiction are concerned, as not containing such provision, and the rights and obligations created hereby shall be construed and enforced accordingly. If, however, any such contravening provision relates to the term of the covenants contained in this Section 4.5 or the geographic areas to which they apply, then such covenants shall be construed as providing for the maximum time period and widest geographic area or areas which the laws of that state or jurisdiction permit. The rights of the parties hereunder shall inure to, and the obligations of Seller hereunder shall be binding on, its subsidiaries at successors and assigns. Each of Seller and Purchaser hereby acknowledges and agrees that, in the context of this Agreement, the terms stated in this Section 4.5 are no broader than necessary to protect Purchaser's legitimate business interest in connection with the purchase of the Kendro Entities and any time during associated goodwill. Notwithstanding the fo▇▇▇▇▇▇g, with respect to any Competition Activities in any member country of the European Union, (a) the Non-Competitive Term shall be for a period of twelve three (123) months prior to years following the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. Closing and (b) The Corporation the obligations of Seller and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements its Subsidiaries under this Section (10) would damage the goodwill shall only apply in those member countries where products of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements Kendro Entities are offered and/or sold as of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawClosing Date. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During The Purchaser, Forsbergs, and Seller agree that the term of employment Purchase Price is fixed on the basis that the transfer of the Employee under this Employment AgreementTransferred Assets to the Purchaser would provide the Purchaser with the full benefit and goodwill of the Seller as it existed on the Closing Date, provided, however, that the Purchaser understands that the Seller’s working relationships with all of its distributors, sales representatives, and during customers are to a period of one (1) year after termination of employment large extent personal to the Forsbergs, and no guarantees can be made by Seller or Forsbergs that Purchaser will enjoy the same relations. The Seller and Forsbergs acknowledge that it is proper for the Purchaser to have assurance that the value of the Employee under this Employment Agreement without regard to Transferred Assets will not be diminished by acts of the cause Seller or Forsbergs after the Closing Date. Accordingly, the Seller and Forsbergs covenant and agree that, commencing on the Closing Date and ending five years from the Closing Date, it will not, within a 100 mile radius of termination the City of employment and whether or not such termination of employment was caused by the Employee or by the CorporationK▇▇▇▇▇▇, Shoshone County, Idaho (i) the Employee shall not engage, either directly or indirectlyindirectly compete with, or own, manage, operate, or control or participate in the ownership, management, operation or control of, or provide consulting services to, any manner business, firm, corporation, partnership, person, proprietorship or capacity, in other entity which is conducting any business or activity which is competitive competes with any the business or activity conducted by of the Corporation; Seller as constituted on the Closing Date (the “Restricted Business”), (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed indirectly solicit employment by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under the employees, consultants, agents, or independent contractors of the Seller (for this purpose the terms “employees”, “consultants”, “agents”, and “independent contractors” shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in question), or (iii) solicit, interfere with, or endeavor to entice away from the Seller, on behalf of any person, partnership, corporation, or other entity, any customer of the Restricted Business of the Seller. The foregoing provisions shall not apply to investments in shares of stock of Purchaser or of a corporation traded on a national securities exchange or on the national over-the-counter market. If the Seller commits a breach, or threatens to commit a breach, of any of the provisions of this Section (10) would damage 8.3, the goodwill of Purchaser shall have the Corporation right and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawremedy, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by any others, to have the Corporation at law. (c) In the event that provisions of this Section (10) shall be determined 8.3 specifically enforced by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activitieshaving equity jurisdiction, together with an accounting therefor, it shall be interpreted being acknowledged and understood by the Seller that any such breach or threatened breach will cause irreparable injury to extend only over the maximum period of time or range of activities as to which it may be enforceablePurchaser and that money damages will not provide an adequate remedy therefor.

Non-Competition. (a) During The Purchaser, Forsbergs, and Seller agree that the term of employment Purchase Price is fixed on the basis that the transfer of the Employee under this Employment AgreementTransferred Assets to the Purchaser would provide the Purchaser with the full benefit and goodwill of the Seller as it existed on the Closing Date, provided, however, that the Purchaser understands that the Seller's working relationships with all of its distributors, sales representatives, and during customers are to a period of one (1) year after termination of employment large extent personal to the Forsbergs, and no guarantees can be made by Seller or Forsbergs that Purchaser will enjoy the same relations. The Seller and Forsbergs acknowledge that it is proper for the Purchaser to have assurance that the value of the Employee under this Employment Agreement without regard to Transferred Assets will not be diminished by acts of the cause Seller or Forsbergs after the Closing Date. Accordingly, the Seller and Forsbergs covenant and agree that, commencing on the Closing Date and ending five years from the Closing Date, it will not, within a 100 mile radius of termination the City of employment and whether or not such termination of employment was caused by the Employee or by the Corporation▇▇▇▇▇▇▇, Shoshone County, Idaho (i) the Employee shall not engage, either directly or indirectlyindirectly compete with, or own, manage, operate, or control or participate in the ownership, management, operation or control of, or provide consulting services to, any manner business, firm, corporation, partnership, person, proprietorship or capacity, in other entity which is conducting any business or activity which is competitive competes with any the business or activity conducted by of the Corporation; Seller as constituted on the Closing Date (the "Restricted Business"), (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed indirectly solicit employment by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under the employees, consultants, agents, or independent contractors of the Seller (for this purpose the terms "employees", "consultants", "agents", and "independent contractors" shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in question), or (iii) solicit, interfere with, or endeavor to entice away from the Seller, on behalf of any person, partnership, corporation, or other entity, any customer of the Restricted Business of the Seller. The foregoing provisions shall not apply to investments in shares of stock of Purchaser or of a corporation traded on a national securities exchange or on the national over-the-counter market. If the Seller commits a breach, or threatens to commit a breach, of any of the provisions of this Section (10) would damage 8.3, the goodwill of Purchaser shall have the Corporation right and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawremedy, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by any others, to have the Corporation at law. (c) In the event that provisions of this Section (10) shall be determined 8.3 specifically enforced by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activitieshaving equity jurisdiction, together with an accounting therefor, it shall be interpreted being acknowledged and understood by the Seller that any such breach or threatened breach will cause irreparable injury to extend only over the maximum period of time or range of activities as to which it may be enforceablePurchaser and that money damages will not provide an adequate remedy therefor.

Non-Competition. 15.1 For the purposes of this Agreement, this clause 15 shall apply to matters relating to each Group Company and the Associated Corporation only. 15.2 To ensure that the Buyer receives the full benefit of the goodwill of the business of the Company, the Subsidiary and the Associated Corporation (as applicable), each of the Management Shareholders covenants irrevocably and unconditionally with the Buyer for the Period of Restraint that except as otherwise specifically agreed in writing with the Buyer:- 15.2.1 he will not:- (a) During directly or indirectly in any capacity whatsoever (whether solely or jointly) with, any other person whether corporate or unincorporate or otherwise howsoever (whether for payment or not) carry on or be engaged in or concerned in or interested in (directly or indirectly and whether for payment or not) in the term of employment of Restricted Business; (b) in connection with the Employee under this Employment AgreementRestricted Business, and during accept business from, deal with or perform services for or canvass, entice away, or solicit any person who is or was within a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) 12 months prior to the termination date of this Agreement, a customer, client, or Prospective Client of any Group Company or the Associated Corporation; 15.2.2 he will keep confidential and not disclose or make use of in connection with Restricted Business any financial or other confidential information or other know-how relating to any Group Company or the Associated Corporation including, but not limited, to any such information about current or future affairs or plans or about customers/clients or Prospective Clients; 15.2.3 he will not directly or indirectly induce or seek to induce away from any Group Company or the Associated Corporation any directors or senior employees as are engaged by any Group Company or the Associated Corporation on the date of this Agreement; 15.2.4 he will not directly or indirectly own beneficially or otherwise or be interested in the share capital of any company engaged in the Restricted Business; 15.2.5 he will not use and he will not procure that any other person directly or indirectly at any time after the Completion Date uses the name e-pay or any name likely to be confused with such name in the minds of members of the employment public for the purposes of the Employee under this Employment Agreement nor shall the Employee form any partnership with, a business similar to or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive competing with the goods business of any Group Company or services the Associated Corporation whether by using such name as part of a corporate name or otherwise; 15.2.6 except as required by Law, he will not at any time do or say anything harmful to the reputation of any Group Company or the Associated Corporation or its subsidiaries to which leads or may lead any person, partnership, corporation firm or company to cease to do business with any Group Company or the Associated Corporation on substantially equivalent terms to those previously offered or not to engage in business with the Company or any Group Company or the Associated Corporation. PROVIDED THAT (but except in relation to its Restricted Business) nothing contained in this clause 15 shall prevent the Seller from at any time holding for investment purposes only any class of securities for the time being listed or dealt in on any recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or the Australian Stock Exchange or other entity who purchased goods stock of investment exchange where securities are publicly traded. 15.3 The covenants contained in clause 15.1 shall be deemed to be in respect of each part entire, separate, severable and separately enforceable so that each covenant shall be deemed to be a separate covenant notwithstanding the fact that it appears in the same clause, sub-clause or services from the Corporation sentence or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, other covenant or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted imposed by the Corporationintroduction of a word or phrase conjunctively with or disjunctively from or alternatively to other words or phrases. (b) 15.4 The Corporation Sellers acknowledge that:- 15.4.1 the restrictions have been negotiated and agreed on an arm's length basis and are reasonable when taken together as well as individually; 15.4.2 the Employee agree that duration, extent and application of each restriction is no greater than is necessary for the services protection of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements business of the Employee under this Section Company, the Subsidiary and the Associated Corporation (10) may be enforced as applicable); and 15.4.3 the consideration paid by the Corporation Buyer for the Shares takes into account and provides adequate compensation for the Sellers for the restraint and restrictions imposed. 15.5 If the business of the Company or of the Subsidiaries is transferred to another company which is a subsidiary of the Buyer (the "Transferee Company"), each of the restrictions contained in equity by an injunction or restraining order this clause 15 shall continue to apply, mutatis mutandis, in addition relation to being enforced the business transferred as carried on from time to time by the Corporation at lawTransferee Company as if the name of the Transferee Company were substituted for the word "Company" or "Subsidiary" (as the case may be). (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment Each of the Employee under this Employment AgreementSeller, the Current Shareholders (together with affiliates of all Current Shareholders and shareholders and beneficiaries of the Institutional Shareholder), and during a period of one (1) year after termination of employment of the Employee under Company's Management Directors acknowledges that the covenants and agreements in this Employment Agreement without regard Section 11 are an essential inducement for Buyer to acquire the Purchased Business and Acquired Assets, and an essential condition precedent, to the cause of termination of employment and whether or not such termination of employment was caused by Buyer's obligation to purchase the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficultyAcquired Assets hereunder, and that the violation Buyer would not purchase the Acquired Assets but for the covenants and agreements herein. For a period of five years from the Closing Date (or, in the case of the Company's Management Directors employed by Buyer after Closing, for five years after any future termination of employment with Buyer), the Employee Seller, each of the Current Shareholders (and affiliates, of all Current Shareholders and shareholders and beneficiaries of the Institutional Shareholder), and each of the Company's Management Directors (collectively and separately a "Covenantor") will not (i) engage directly or indirectly in competition with the Buyer, Chemfab or any of their Affiliates (as defined below) anywhere in the world, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in the business of manufacturing, distributing and/or selling high-performance polymer- based materials (collectively, the "Restricted Business"), (ii) divert to any competitor of the Buyer, Chemfab or their Affiliates in the Restricted Business any customer of the Buyer, or (iii) solicit or encourage any officer, employee or consultant of the Buyer, Chemfab or their Affiliates to leave its employ for employment by or with any competitor of the Buyer, Chemfab or their Affiliates in the Restricted Business. Each Covenantor further acknowledges and agrees that, in the event of a breach or threatened breach by any Covenantor of its/his agreements obligations under this Section (10) would damage 11, the goodwill of the Corporation Buyer and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action Chemfab will have no adequate remedy at law, and that accordingly, shall be entitled, without the agreements requirement of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction posting any bond, to injunctive or restraining order other appropriate equitable remedies against such breach or threatened breach in addition to any other remedies which it may have. If at any time the provisions of this Section 11 shall be determined to be invalid or unenforceable, by reason of being enforced vague or unreasonable as to area, duration or scope of activity, this Section 11 shall be considered divisible and shall become and be immediately amended to cover only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Corporation at law. (c) In court or other body having jurisdiction over the event matter; and each Covenantor agrees that this Section (10) 11 as so amended shall be determined by valid and binding as though any court invalid or unenforceable provision had not been included herein. Each Covenantor further acknowledges and agrees that, although no separate monetary compensation (other than the payment of competent jurisdiction the Final Purchase Price), is identified or payable, in respect of the covenants set forth in this Section 11, these covenants are an integrated, bargained-for element of the transfer of the Purchased Business and Acquired Assets to be unenforceable by reason Buyer, and that as a consequence, the Seller and each Current Shareholder acknowledge receipt as of its extending the Closing Date of full and adequate payment and consideration for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablethese covenants.

Non-Competition. (a) During If the term of employment of the Employee under this Employment AgreementClosing occurs, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee Seller agrees that he shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, or cause to be employed by anotherfor a period commencing on the Closing Date and ending 10 years thereafter, do any person who was an employee, officer or agent of the Corporation following: (a) engage, as principal, agent, trustee or through the agency of any entity, anywhere within a 50-mile radius of its subsidiaries at any time during a period of twelve (12) months prior to the termination either of the employment Facilities (the “Territory”), in the funeral, mortuary, crematory, burial insurance, cemetery or any related line of business (the “Restricted Business”); (b) own or hold any beneficial interest in one percent or more of the Employee under this Employment Agreement nor shall voting securities in any entity which conducts its operations, in whole or in part, in the Employee form Restricted Business within the Territory; (c) become an employee of or consultant to, or otherwise serve in any partnership similar capacity with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other business entity which is competitive that conducts its business, in whole or in part, in the Restricted Business within the Territory; (d) cause or induce any present or future employee of Buyer or any of its Affiliates to leave the employ of Buyer or any such Affiliate to accept employment with Seller or with any business Person with which Seller may be or activity conducted by become affiliated; or (e) make any public statements recommending the Corporationuse of any competitor of Buyer or criticizing Buyer or its business, operations, practices or policies, or otherwise knowingly or intentionally do or say any act or thing which will or may impair, damage or destroy the goodwill of Buyer within the Territory. (bf) The Corporation and Without limiting the Employee agree that the services generality of the Employee are foregoing, Seller shall be deemed directly or indirectly engaged in the Restricted Business if Seller: (i) acts as a funeral director for any funeral establishment within the Territory, (ii) engages in the sale or marketing of preneed contracts for services to be performed or merchandise to be sold within the Territory, (iii) promotes or finances (by loan, guaranty or otherwise) any family member or Affiliate to operate a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of Restricted Business or engage in any of his agreements under this Section (10) would damage the goodwill of foregoing activities within the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law.Territory, (civ) In direct or indirect use or disclosure of Confidential Information (as defined in the event that this Section Confidentiality Agreement) related to the Restricted Business, or (10v) shall be determined by lends or licenses his name or likeness to any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time Restricted Business within the Territory, with or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablewithout compensation.

Non-Competition. (a) During the term of employment of my Service with the Employee under this Employment Agreement, Company [and during for a period of one two (12) year after years immediately following the termination of employment of the Employee under this Employment Agreement without regard my Service for any reason], I agree to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, for my own benefit or cause to be employed by another, any person who was an employee, officer or agent the benefit of anyone else (except with the prior written consent of the Corporation or of Company)[, engage in any of its subsidiaries at any time during a period of twelve (12) months prior to business activities in competition with the Company. Following the termination of my Service with the employment Company, without limiting my obligations in Section I above, I agree to not, directly or indirectly, for my own benefit or the benefit of anyone else, use or disclose any Proprietary Information of the Employee under this Employment Agreement nor shall Company to unfairly compete with the Employee form Company, to solicit any partnership withof the Company’s customers, clients, investors or other business relations, or establish any to otherwise negatively interfere with the Company’s business venture relationships; provided, however, that nothing in cooperation withthis Section IV(C) shall be deemed to prohibit me from owning as an investment, any such person which is competitive with any business directly or activity indirectly, up to two percent (2%) of the Corporation; (iii) the Employee shall not give, sell or lease securities of any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestpublicly-traded company, or participate any portion thereof.]/[: 1. engage in, conduct, or operate, or prepare to engage in, conduct, or operate, a Competing Business, or any portion thereof, in the Geographic Area (as defined below); or 2. whether as a directorshareholder, bondholder, lender, officer, 5% stockholder, partnerdirector, employee, consultant or otherwise, perform services for, invest in, aid or abet or give information or financial assistance to any person or entity engaged in a Competing Business, or any corporationportion thereof, partnership in the Geographic Area, or other entity which is competitive with any business portion thereof; provided, however, that nothing in this Section IV(C)(2) shall be deemed to prohibit me from (a) owning as an investment, directly or activity conducted by indirectly, up to two percent (2%) of the Corporation. securities of any publicly-traded company, or any portion thereof; or (b) The Corporation rendering services to any person or entity to the extent that such services (i) do not relate and are not similar to any services I performed for the Employee Company during the last two (2) years of my Service with the Company, and (ii) could not reasonably be expected to involve the use or disclosure of Proprietary Information.] I acknowledge and agree that the services restrictions set forth in this Section IV are reasonable and necessary to protect the legitimate business interests of the Employee are of a personalCompany, specialincluding their trade secrets and other Proprietary Information, unique business relations and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.goodwill.]9

Non-Competition. As a material inducement to Purchaser to enter into this Agreement, Seller agrees as follows: (a) During the term of employment of the Employee under this Employment AgreementNon-Competition Period, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether Seller will not engage or not such termination of employment was caused by the Employee or by the Corporationparticipate, (i) the Employee shall not engage, either directly or indirectly, as principal, agent, proprietor, joint venturer, trustee, employer, consultant, stockholder, partner or in any manner or capacityother capacity whatsoever, in the conduct or management of, or own any stock or any other equity investment in or debt of, any business or activity which that is competitive with any business conducted or activity proposed to be conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent Seller as of the Corporation or Closing Date, excluding passive investments of up to 1% of the common stock of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationpublicly traded company. (b) The Corporation and During the Employee agree that Non-Competition Period, Seller will not, for its own benefit or for the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee benefit of any Person other than Purchaser, (i) solicit, or assist any person or entity to solicit, any officer, director, executive or employee of Purchaser (or, prior to the Closing Date, Seller) to leave his agreements under this Section or her employment, (10ii) would damage hire or cause to be hired any person who is then, or who will have been at any point in time during the goodwill Non-Competition Period, an officer, a director, an executive or an employee of Purchaser (or, prior to the Corporation and cause Closing Date, Seller), or (iii) engage any Person who is then, or who will have been at any point in time during the Corporation irreparable harm which could not reasonably Non-Competition Period, an officer, director, executive or adequately be compensated in damages in an action at lawemployee of Purchaser (or, and that prior to the agreements of the Employee under this Section (10Closing Date, Seller) may be enforced by the Corporation in equity by an injunction as a partner, contractor, sub-contractor or restraining order in addition to being enforced by the Corporation at lawconsultant. (c) In Seller acknowledges that (i) the event markets served by Seller are national and international in scope and are not dependent on the geographic location of the executive personnel or the businesses by which they are employed; and (ii) the above covenants are manifestly reasonable on their face, and the parties expressly agree that such restrictions have been designed to be reasonable and no greater than is required for the protection of Purchaser and are a significant element of the consideration hereunder. Seller acknowledges and agrees that money damages would not be an adequate remedy for any breach of its agreements contained in this Section (10) 7.4 and that in addition to any other remedies available to Purchaser, Purchaser shall be determined by entitled to the remedies of injunction, specific performance and other equitable relief (without any requirement to post a bond) for any threatened or actual breach of this Section 7.4. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.4 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unforceability shall have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable by reason term or provision with a term or provision that is valid and enforceable that comes closest to expressing the intention of its extending for too long a period of time the invalid or over too great a range of activitiesunenforceable term or provision, it and this Agreement shall be interpreted to extend only over enforceable as so modified after the maximum period expiration of the time or range of activities as to within which it the judgment may be enforceableappealed.

Non-Competition. The Executive hereby agrees that, during the Term and for a period of eighteen (18) months following the termination of his employment under this Agreement, he will not, directly or indirectly and in any way, (a) During own, manage, operate, control, be employed by, participate in, or be connected in any manner with the term ownership, management, operation or control of employment any business competing with the business of the Employee under this Employment AgreementCompany, and during a period (b) interfere with, solicit on behalf of one another or attempt to entice away from the Company (1) year after termination of employment or any affiliate or subsidiary of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, Company) (i) any project, financing or customer that the Employee shall not engageCompany (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), either directly or indirectly, in any manner letter of supply or capacity, in any business other supplier contract or activity which is competitive with any business or activity conducted arrangement entered into by the Corporation; Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Employee shall not work for Company (or employ, directly any affiliate or indirectlysubsidiary of the Company) is actively negotiating with any other party, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) any prospective business opportunity that the Employee shall not give, sell Company (or lease any goods affiliate or services competitive with the goods or services subsidiary of the Corporation Company) has identified, or its subsidiaries (c) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, partnership, corporation firm or other entity who purchased goods entity, the employees of which the Company (or services from the Corporation any affiliate or its subsidiaries within one (1) year before the termination subsidiary of the employment Company) has agreed not to hire or endeavor to hire. The effective time of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted limitations imposed by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) 13 shall be determined by extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Section 14. Because of the Executive’s knowledge of the Company’s business, in the event of the Executive’s actual or threatened breach of the provisions of this Section 14, the Company shall be entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any of the foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 14 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 14 shall be deemed to be invalid or unenforceable by reason of its extending for too long a period the extent, duration of time or over too great a range geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of activitiesother provisions thereof, it and in their reduced form such restrictions shall then be interpreted to extend only over enforceable in the maximum period of time or range of activities as to which it may be enforceablemanner contemplated hereby.

Non-Competition. (a) During the term of employment In view of the Employee under unique and valuable services it is expected Consultant will render to the Company, Consultant's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Company it is expected Consultant will obtain, and in consideration of the compensation to be received hereunder and of the shares of Company';s stock being sold to Consultant, Consultant agrees that he will not "Participate in" (hereinafter defined in this Employment Section 6) any other business or organization, if such business or organization is now or shall then be competing with or of a nature similar to the business of the Company. The provisions of this Section 6 will not be deemed breached merely because Consultant owns not more than five percent (5%) of the outstanding common stock of a competing corporation if, at the time of its acquisition by Consultant, such stock is listed on a New York Stock Exchange, American Stock Exchange, or a regional securities exchange, is reported on NASDAQ or NMS, or is regularly traded in the over-the-counter market by a member of a national securities exchange. The term "Participant in" shall mean: "directly or indirectly, for his own benefit or for, with, or through any other person, firm, or corporation, own, manage, operates, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name in." Consultant will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, customers, or employees. For a two (2) year period after the termination of this Agreement, and during Consultant will not directly or indirectly employ any person who was an officer of the Company within a period of one (1) year after termination of employment such person leaves the employ of the Employee under Company. Since a breach of the provisions of this Employment Agreement without regard to Section 6 could not adequately be compensated by money damages, the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee Company shall not engage, either directly or indirectlybe entitled, in addition to any manner other right and remedy available to it, to an injunction restraining such breach or capacitya threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section are necessary and reasonable to protect the Company in the conduct of its business. If any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee restriction contained in this Section 6 shall not work for or employbe deemed to be invalid, directly or indirectlyillegal, or cause to be employed enforceable by another, any person who was an employee, officer or agent reason of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withextent, duration, or establish any business venture in cooperation withgeographical scope hereof, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporationthen the court making such determination shall have the right to reduce such extent, partnership duration, geographical scope, or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary characterprovisions hereof, and cannot in its reduced form such restriction shall then be replaced by enforceable in the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawmanner contemplated hereby. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term Employment Term and for a period equal to the time during which Executive receives severance payments or benefits pursuant to Section 2 of employment of the Employee under this Employment Agreement, and during Agreement or for a period of one (1) year after termination of employment 12 months in the event the Executive is terminated without entitlement to severance benefits herein, the Executive shall not, without the prior written permission of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the CorporationCompany, (i) within Connecticut, Massachusetts, New Hampshire, New York, Rhode Island, or Vermont; any other area of the Employee shall not engageUnited States in which the Company operates; or the remainder of the United States, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employits territories and possessions, directly or indirectly, engage in any activity or cause business that is the same or substantially similar to the work performed by the Executive for the Company and/or of the same substantive competency or nature as the work performed by the Executive for the Company, whether or not such engagement is as a consultant, independent contractor, agent, employee, officer, partner, director or otherwise, alone or for his own account or in association with any other person, corporation or other entity, for any Competitive Business (as defined below); provided, however, that the Executive shall be deemed to be employed by anotheracting “within” the above territories, even if physically outside of the territories, if the Executive’s activities assist the Competitive Business within the territories; (ii) directly or indirectly, hire or attempt to hire any person who is employed or retained by the Company or its affiliates (or was an employeeso employed within the immediately prior three months), officer or agent solicit, entice or encourage any such person to terminate his or her relationship with the Company; or (iii) solicit for a competitive purpose, interfere with the Company’s relationship with, or endeavor to entice away from the Company or its affiliates any of their customers or sources of supply. However, nothing in this Agreement shall preclude the Executive from investing his personal assets in the securities of any Competitive Business if such securities are traded on a national stock exchange and if such investment does not result in his beneficially owning, at any time, more than 1.0% of the Corporation publicly-traded equity securities of such competitor. “Competitive Business” shall mean any business or of enterprise which (a) designs, sells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or non-alcoholic beverages, or office refreshment products, including coffee, in the home and office market, or (b) competes or is planning to compete with any of other business in which the Company or its subsidiaries is involved at any time during a the 12-month period of twelve (12) months immediately prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationExecutive’s employment. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. A. From and after the Closing Date until the three (a3) During the term of employment year anniversary of the Employee under this Employment AgreementClosing Date, Seller and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment Seller Guarantor each covenant and whether agree, that they will not, directly or not such termination of employment was caused by the Employee or by the Corporation, indirectly: (i) the Employee shall not engageengage or be involved, either directly or indirectly, in any manner business that competes with, the Business or capacitythe Acquired Business (any such business, in any business or activity which is competitive with any business or activity conducted by the Corporation; a “Restricted Business”); (ii) acquire beneficial ownership or voting control of any class of the Employee shall not work for outstanding equity interests (including any debt securities exercisable or employ, directly or indirectlyexchangeable for, or cause to be employed by anotherconvertible into, equity interests) of, or provide any loan or other financial assistance to, any person who Person that is engaged in a Restricted Business; (iii) solicit or attempt to solicit any business, entity or Person that was an employee, officer or agent a distributor engaged by the Business as of the Corporation Closing Date or of any of its subsidiaries at any time during a period of the twelve (12) months prior to the termination Closing Date (including a Business Distributor) (each a “Current Distribution Relation”); and/or (iv) induce or attempt to induce any Current Business Relation or any business, entity or Person that was a supplier, vendor, licensor, licensee, lessor or lessee, or other business relation of the employment Business as of the Employee under this Employment Agreement nor shall Closing Date or during the Employee form any partnership twelve (12) months prior to the Closing Date, to cease doing business with, or establish any adversely modify its business venture in cooperation relationship with, the Business. B. Notwithstanding anything to the contrary in this Section 6.6, the provisions of Section 6.6(a) shall not (i) prohibit Seller Guarantor and any Affiliate of Seller from, directly or indirectly, owning solely as a passive investment not in excess of two percent (2%) in the aggregate of any class of capital stock of any Person if such person which stock is competitive with publicly traded and listed on any business national exchange, regardless of whether or activity not such Person is engaging in a Restricted Business; provided, neither Seller nor Seller Guarantor has any participation in the management of such Person or (ii) be binding on or be applicable to any Person (an “Acquirer”) that, directly or indirectly, acquires in any transaction or series of transactions (x) equity securities of Seller representing fifty percent (50%) or more of the Corporation; total voting power represented by Seller Guarantors’ or Seller’s then issued and outstanding voting securities or (iiiy) the Employee shall not give, sell all or lease any goods or services competitive with the goods or services substantially all of the Corporation consolidated assets or its subsidiaries to any personbusiness of Seller or Seller Guarantor; provided, partnershipthat in each case of clauses (x) and (y), corporation Acquirer was not an Affiliate of Seller or other entity who purchased goods or services from a Seller Guarantor at the Corporation or its subsidiaries within one (1) year before the termination time of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationacquisition. (b) C. The Corporation Parties acknowledge and the Employee agree that the services restrictions and limitations set forth in Section 6.6 are reasonable, valid in scope and in all other respects, enforceable, and essential to protect the value of the Employee are of Seller, the Excluded Assets, the Business and the Transferred Assets. If a personalcourt, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably tribunal or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court antitrust regulator of competent jurisdiction determines that any term or provision contained in Section 6.6 is invalid or unenforceable, the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic 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; provided, that any such reduction, deletion or replacement shall only be unenforceable by reason of its extending for too long a period of time to the extent necessary to render such term or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be provision valid and enforceable.

Non-Competition. (a) During Each Shareholder acknowledges that the business in which the Surviving Corporation engages is unique and has benefitted from the Shareholder's specialized expertise, who has performed, and is expected to perform, unique services for the Surviving Corporation, as successor to the Company. In carrying on its business, the Surviving Corporation has developed goodwill throughout the territory in which it does business, which extends throughout the United States (the "Territory"). In performing his services for the Surviving Corporation, each Shareholder has had, and is expected to have, access to all of the Surviving Corporation's clients, suppliers and Confidential Information. Accordingly, in order to preserve the value of the Surviving Corporation upon the Merger and to preserve the goodwill of the Surviving Corporation, each Shareholder agrees 36 that he will not (alone, or as a partner, employee, officer, agent, representative, director, stockholder, lender or investor of or in any person or entity), directly or indirectly (a) any time while he is employed by the Surviving Corporation or any Affiliate and for a period of two (2) years after termination of such employment (regardless of the circumstances of such termination), engage in any activity, anywhere in the Territory, that involves the telemarketing of medical, pharmaceutical or healthcare products or services, or otherwise engage in or assist another Person in any business that relates to telemarketing of services or products as to which such Shareholder was involved or exposed to at any time while he was an employee of the Surviving Corporation or any Affiliate; or (b) at any time solicit, induce or encourage any of the employees of, or consultants to, the Surviving Corporation or any Affiliate to terminate his employment or consultancy or to work for a competitor of the Surviving Corporation or any Affiliate or engage any of such persons to work for a competitor of the Surviving Corporation or any Affiliate; or (c) at any time solicit, induce or encourage any client or supplier of the Surviving Corporation or any Affiliate who was a client or supplier of the Surviving Corporation or any Affiliate at any time during the term of such Shareholder's employment with the Surviving Corporation or any Affiliate to modify, discontinue, terminate or cancel any contract, agreement, service or relationship with the Surviving Corporation or any Affiliate in effect or proposed at the time of the Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of such Shareholder with the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Surviving Corporation or of any of its subsidiaries Affiliate; or (d) at any time during solicit, induce or encourage any Person that was a period of twelve (12) months prior to the termination prospective client or supplier of the Surviving Corporation or any Affiliate during the term of such Shareholder's employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Surviving Corporation or its subsidiaries any Affiliate not to any person, partnership, corporation or other entity who purchased goods or services from enter into a relationship with the Surviving Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationAffiliate. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment In furtherance of the Employee under this Employment Agreementtransfer of the Assets to the Buyer hereunder by virtue of the Contemplated Transactions, to more effectively protect the value of the Assets so transferred, and during to induce to consummate the Contemplated Transactions, each Selling Party covenants and agrees that, for a period of one commencing on the Closing Date and ending on the fifth (15th) year after termination of employment anniversary of the Employee under this Employment Agreement without regard to Closing Date (the cause “Term”), such Selling Party will not, nor will such Selling Party permit any of termination of employment and whether its, his or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employher Affiliates to, directly or indirectly, (i) individually or cause to be employed by anotheras a shareholder, any person who was an employeedirector, officer officer, member, partner, joint venturer, employee or agent of any other Person, engage in the Corporation Business (except as an employee or independent contractor of any the Buyer or one of its subsidiaries assigns or Affiliates), or in any business which is competitive with the Business, or in any Affiliate Business, anywhere within North America; (ii) solicit any Person who is or was a customer or supplier of the Sellers, or who becomes a customer or supplier of the Buyer, its assigns and/or its Affiliates at any time during a period the Term, for the purpose of, directly or indirectly, engaging in, or assisting any Person in engaging in, any business which competes, directly or indirectly, with the Business; or (iii) solicit for employment and/or hire any employee of twelve any Seller hired by the Buyer or any other Person who is on the Closing Date, or becomes at any time during the Term, an employee of the Buyer, or any such person who was employed by Buyer or any of its Affiliates at any time during the six (126) months prior to such solicitation or hiring. Notwithstanding the termination foregoing, nothing contained in this Section 10.2(a) shall prohibit (A) any Selling Party or any of its, his or her Affiliates from owning not more than an aggregate of two percent (2%) of any class of stock listed on a national securities exchange or traded in the over-the-counter market; provided that no Selling Party or its, his or her Affiliates is actively engaged in the Business or the Buyer’s business, (B) the individuals listed on Exhibit 10.2-B from engaging in the permitted activities listed on Exhibit 10.2-B, so long as such individuals received prior written approval from the Buyer and are not an employee of the employment Buyer or its Affiliates at the time of such engagement, (C) any Selling Party or any of its, his or her Affiliates from owning not more than an aggregate of ten percent (10%) of any equity securities in a Person engaged in the Employee under this Employment Agreement nor shall the Employee form any partnership withpermitted activities listed on Exhibit 10.2-B, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iiiD) the Employee shall not give, sell or lease any goods or services competitive with individuals listed on Exhibit 10.2-D from owning equity securities pursuant to the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate terms and conditions as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.set forth on Exhibit 10.2-D.

Non-Competition. (a) During The Employee shall not, without the term of employment prior written consent of the Employee under this Employment AgreementCEO of the Company, and at any time during a the period of from the date hereof to that date which is one (1) year after termination of employment of following the Employee under this Employment Agreement without regard to the cause date of termination of employment and whether this Agreement or not such the Employee’s employment, engage in the development of similar Rehab Robotics devices or devices that are competitive with the Rehab Robotics products or Rehab Robotics services developed, being developed, commercialized and/or sold by the Company or the Subsidiaries at the time of the termination of employment was caused by this Agreement (“Competitive Activity”). The Employee may not engage in such Competitive Activity either individually or in partnership or jointly or in conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a Canadian or United States stock exchange that does not exceed five percent (5%) of the outstanding shares so listed) or in any other manner whatsoever, nor shall the Employee lend money to, guarantee the debts or by the Corporation, (i) the Employee shall not engage, either directly obligations of or indirectly, in permit his name or any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause part thereof to be used or employed by another, any person who was engaged in a similar business to the Company or the Subsidiaries. It is expressly agreed and acknowledged that the Employee’s status as an employee, officer or agent employee of the Corporation MIT or of any other Non-Profit Entity shall not violate this Article 3. The Company shall have the option to elect whether to enforce this Section 3.5. If the Company elects to enforce this Section 3.5, it shall continue to pay the Employee’s base salary (at the rate at which it was paying the Employee’s base salary on the date of its subsidiaries at any time during a period termination) for as long as it wishes to enforce this Section 3.5, up to one (1) year following termination of twelve (12) months prior employment. The Company’s payment obligation pursuant to this Section 3.5 shall apply regardless of the circumstances or reasons leading to the termination of the employment Employee’s employment. If the Company fails to continue the Employee’s base salary pursuant to the terms of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage 3.5, the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated Employee’s restrictions set forth in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) 3.5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablevoid.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of one four (14) year after termination years following the Closing (the “Non-Competitive Term”), neither Seller nor any of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employits Subsidiaries shall, directly or indirectly, engage anywhere in the world in, or cause to be employed by anotherhave any ownership interest in, or participate in the financing, operation, management or control of, any person who was an employee, officer Person that engages or agent participates in any business that is substantially similar to or competitive with the ▇▇▇▇▇▇ Business as conducted as of the Corporation Closing Date (collectively, the “Competition Activities”); provided, however, that the foregoing shall not prohibit Seller and its Subsidiaries from (i) owning any debt or debt obligations of any Person or entity, (ii) investing in securities representing less than five percent (5%) of the outstanding capital stock of any publicly-traded entity, or (iii) making an acquisition of a company that contains a competing business (provided that the primary intent of the acquisition was not to acquire the competing business and the revenues of the competing business are not greater than fifteen percent (15%) of the total revenues of the acquired entity). Each of the parties hereto agrees that if any provision of this Section 4.5 shall contravene or be invalid under the laws of any state or jurisdiction applicable hereto, then such contravention or invalidity shall not invalidate all of the provisions of this Section 4.5; but, rather, this Section 4.5 shall be construed, insofar as the laws of that state or jurisdiction are concerned, as not containing such provision, and the rights and obligations created hereby shall be construed and enforced accordingly. If, however, any such contravening provision relates to the term of the covenants contained in this Section 4.5 or the geographic areas to which they apply, then such covenants shall be construed as providing for the maximum time period and widest geographic area or areas which the laws of that state or jurisdiction permit. The rights of the parties hereunder shall inure to, and the obligations of Seller hereunder shall be binding on, its subsidiaries at successors and assigns. Each of Seller and Purchaser hereby acknowledges and agrees that, in the context of this Agreement, the terms stated in this Section 4.5 are no broader than necessary to protect Purchaser’s legitimate business interest in connection with the purchase of the ▇▇▇▇▇▇ Entities and any time during associated goodwill. Notwithstanding the foregoing, with respect to any Competition Activities in any member country of the European Union, (a) the Non-Competitive Term shall be for a period of twelve three (123) months prior to years following the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. Closing and (b) The Corporation the obligations of Seller and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements its Subsidiaries under this Section (10) would damage the goodwill shall only apply in those member countries where products of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements ▇▇▇▇▇▇ Entities are offered and/or sold as of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawClosing Date. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. 10.1 The Master Licensee agrees and undertakes that: (a) During during the term of employment of the Employee under this Employment Agreement, Term and during for a period of one (1) year after [ ] years following the expiration or termination of employment of this Agreement and the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporationlicense granted hereunder, it shall not, (iwhether alone or in partnership or joint venture with anyone else) the Employee shall not engageor otherwise be concerned with or interested in (whether as trustee, either principal, agent, adviser, shareholder, unit holder or in any other capacity),be directly or indirectly, in any manner or capacity, indirectly engaged in any business or activity which is competitive with any business or activity conducted by in the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent sole opinion of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior Licensor, is similar to the termination Master License Business or which uses the Proprietary Marks or similar marks, within a radius of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; ten (iii10) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services kilometres from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation.Territory; (b) The Corporation during the Term and for a period of [ ] years following the expiration or termination of this Agreement and the Employee agree license granted hereunder, it shall procure its key management, employees, immediate family members and agents to undertake that they shall not, (whether alone or in partnership or joint venture with anyone else) or otherwise be concerned with or interested in (whether as trustee, principal, agent, adviser, shareholder, unit holder or in any other capacity), be directly or indirectly engaged in any business which in the services sole opinion of the Employee are Licensor, similar to the Master License Business or which uses the Proprietary Marks or similar marks, within a radius of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section ten (10) would damage kilometres from the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law.Territory; (c) In it shall not solicit, endeavour to entice away from, discourage from being employed by or engaged in performing services for the event Licensor’s business, employ, engage, attempt to employ or engage, negotiate or arrange the employment or engagement of (or assist any other person, firm, company or other organisation so to do) any employee of the Licensor; and (d) this Clause 10 shall survive the expiration or earlier termination of this Agreement. 10.2 Each restraint under Clause 10 is separate, distinct and several from each other restraint under Clause 10, so that this Section (10) the validity and enforceability of any such restraint does not affect the validity or enforceability of any other such restraint and that the duration, extent and application of each of the undertakings is no greater than is reasonable and necessary for the protection of the legitimate interests of the Licensor but that, if any such restraint shall be determined adjudged by any court or authority of competent jurisdiction to be void or unenforceable by reason but would be valid if part of its extending for too long a the wording thereof were to be deleted and/or the period of time or over too great a range of activities, it shall thereof were to be interpreted to extend only over reduced and/or the maximum period of time or area dealt with/range of activities covered thereby were to be reduced, the said restraint shall apply within the jurisdiction of that court or competent authority with such modifications as are necessary to which make it may be enforceablevalid and effective and any such modification shall not thereby affect the validity of any other restraint.

Non-Competition. (a) During While Employee is employed by Employer under this Agreement, Employee will not, directly or indirectly, own, manage, operate, control or participate in the term of employment ownership, management, operation or control of, or be connected with as an officer, employee, partner, director, consultant, or otherwise, or have any financial interest in, or aid or assist anyone else in the conduct of, any financial institution which customarily takes deposits and gives loans, or is about to or proposes to engage in such banking activities, which is in competition with businesses conducted by the Employer or its affiliates [provided, however, that notwithstanding the foregoing the Employee shall be entitled to acquire as a passive investment a proprietary interest not to exceed 3% of the equity of any publicly-held company) . (b) While Employee is employed by the Employer under this Employment AgreementAgreement Employee will not, and during a period directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such person employ or solicit for employment, any person employed by the Employer or its affiliates. (c) While Employee is employed by the Employer under this Agreement Employee shall not, directly or indirectly, solicit or advise or recommend to any other person that such person solicit, any customer of the Employer or its affiliates for the purpose of obtaining banking services of such customer. (d) For one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of Employee hereunder for any reason whatever other than (1) termination of the employment of Employee under by Employer without cause pursuant to Section 10(e) or, (2) by termination of the employment of Employee upon material breach of this Employment Agreement nor shall by Employer pursuant to Section 10(d), Employee will not, directly or indirectly, own, manage, operate, control or participate in the Employee form any partnership withownership, management, operation or control of, or establish be connected with as an officer, employee, partner, director, consultant, or otherwise, or have any business venture financial interest in, or aid or assist anyone else in cooperation withthe conduct of, any financial institution which customarily takes deposits and gives loans, or is about to or proposes to engage in such person banking activities, which is competitive in competition with any business businesses conducted by the Employer or activity of its affiliates [provided, however, that notwithstanding the Corporation; (iii) foregoing the Employee shall be entitled to acquire as a passive investment a proprietary interest not give, sell or lease any goods or services competitive with the goods or services to exceed 3% of the Corporation or its subsidiaries to equity of any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one publicly-held company]. (1e) year before For a period of two (2) years after the termination of the employment of Employee hereunder, for any reason whatever other than (1) by termination of the employment of Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestby Employer without cause pursuant to Section 10(e), or participate as a director(2) by termination of the employment of Employee upon material breach of this Agreement by Employer pursuant to Section 10(d), officerEmployee will not, 5% stockholderdirectly or indirectly, partneremploy, employeesolicit for employment, consultant or otherwiseadvise or recommend to any other person that such person employ or solicit for employment, in any corporation, partnership or other entity which is competitive with any business or activity conducted person employed by the CorporationEmployer or its affiliates. (bf) The Corporation and For a period of two (2) years after the termination of the employment of Employee agree hereunder, for any reason whatever other than (1) by termination of the employment of Employee by Employer without cause pursuant to Section 10(e), or (2) by termination of the employment of Employee upon material breach of this Agreement by Employer pursuant to Section 10(d), Employee shall not, directly or indirectly, solicit or advise or recommend to any other person that such person solicit, any customer of the Employer or its affiliates for the purpose of obtaining banking services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawsuch customer. (cg) In the event that For purposes of this Section (10) 7, "Employer" shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over also include the maximum period of time or range of activities as to which it may be enforceableEmployer's subsidiaries and other affiliates.

Non-Competition. (a) During The Employee agrees that during the term of employment of the Employee under this Employment Agreement, Term and during for a period of one (1) year after following the termination of the Employee's employment with the Company (other than a termination pursuant to Section 5.2 hereof), regardless of the Employee under this Employment Agreement without regard to the cause of termination of employment and such termination, whether voluntary or not such termination of employment was caused by the Employee or by the Corporationinvoluntary, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employhe will not, directly or indirectly, (i) compete with the Company in the provision of consulting services within the United States with respect to middleware, messaging, or fault-tolerant transaction processing; or (ii) be interested in, employed by, engaged in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any firm or corporation which engages in the business of providing consulting services within the United States with respect to middleware, messaging, or fault-tolerant transaction processing; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any corporation the common stock of which is "publicly held" and of which the Employee shall not own or control securities which constitute more than one (1%) percent of the voting rights or equity ownership of such corporation; or (iii) solicit or divert business from the Company or assist any person, firm or corporation in doing so or attempting to do so; or (iv) cause or seek to be employed by anothercause any person, firm or corporation to refrain from dealing or doing business with the Company or assist any person, firm or corporation in doing so or attempting to do so; or (v) directly or indirectly, solicit or hire any person who was an employee, officer or agent employee of the Corporation or of any of its subsidiaries Company at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withTerm, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to assist any person, partnership, firm or corporation in doing so or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationattempting to do so. (b) The Corporation and In the event the Employee agree that is employed by or engaged by any person, firm, or corporation in contravention of Section 6. 3 (a) hereof, the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of Company's obligation to make payments to the Employee under this either Section (10) may be enforced by 5.2 or 5.3 hereof shall terminate immediately and the Corporation Company shall have no further liability or obligation to the Employee hereunder or otherwise in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawrespect of his employment. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment three (3) year-period following the Closing (such period, the “Non-Competition Period”), in further consideration of the Employee under this Employment Agreementamounts to be paid directly to the Company pursuant to the Tranches Agreements and indirectly benefiting ▇▇▇▇▇▇ through, among other things, its ownership of the ▇▇▇▇▇▇ Stock, ▇▇▇▇▇▇ shall not, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the shall cause of termination of employment and whether or its Affiliates not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employto, directly or indirectly, alone or cause to be employed by anotherin concert with others, any person who was engage in, participate in or otherwise assist (whether as an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a directorowner, officer, 5% stockholder, 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 ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇’▇ Affiliates from owning and operating the Permitted Ventures and the business of RISE, partnership 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 other entity which is competitive with 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 business or activity conducted of its Subsidiaries shall require prior approval by Purchaser; and (vi) RISE shall not solicit any current customers of the CorporationCompany 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) The Corporation 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 Employee Non-Compete Covenant, in whole or in part, is null, void and of no effect, and agree that the services 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 Employee are of a personal, special, unique Non-Compete Covenant. ▇▇▇▇▇▇ has consulted with legal counsel regarding the Non-Compete Covenant and extraordinary character, has determined and cannot be replaced by the Corporation without great difficulty, and hereby acknowledges that the violation by the Employee Non-Compete Covenant is reasonable in terms of any of his agreements under this Section (10) would damage duration, scope and area restrictions and is necessary to protect the goodwill of the Corporation Company’s businesses and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that substantial investment made by Purchaser under the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawTranches Agreements. (c) In ▇▇▇▇▇▇ acknowledges that it has carefully read, given careful consideration to, and is in full accord as to the event that necessity of the restraints imposed by this Section (10) shall be determined 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 the shares of Common Stock being acquired by any court Purchaser. ▇▇▇▇▇▇ acknowledges and agrees that the Non-Compete Covenant substantially covers the activities that comprise the market in which the business of competent jurisdiction the Company Group is currently conducted. ▇▇▇▇▇▇ further acknowledges that its agreement to be unenforceable by reason of comply with the Non-Compete Covenant for the Non-Competition Period is manifestly reasonable upon its extending for too long a period of time or over too great a range of activities, face and that it shall be interpreted to extend only over the maximum period of time or range of activities is reasonable as to which it may be enforceabletime 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 ▇▇▇▇▇▇ breach the Non-Compete Covenant. ▇▇▇▇▇▇ further agrees that the nature, kind and character of the Non-Compete Covenant are reasonably necessary to protect the business of the Company Group as currently conducted.

Non-Competition. (a) During Subject to the term exclusions and limitations set forth in Section 6.11(b), for the period of employment time beginning on the Closing Date and ending at 5:00 p.m. Houston, Texas time on the day immediately before the first anniversary of the Employee under this Employment AgreementClosing Date, no Seller Party shall, and during a period no Seller Party shall permit any of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employits Affiliates to, directly or indirectly, (i) engage in the Restricted Business in the Territory; or cause to be employed by another(ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate including as a directorpartner, officershareholder, 5% stockholder, partnermember, employee, consultant principal, agent, trustee or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationconsultant. (b) The Corporation Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ LLC shall not be prohibited from owning and/or operating the Excluded Assets and/or Retained Assets, and may fully engage in the Employee agree that Restricted Business in the services Territory as to such Excluded Assets and/or Retained Assets. Additionally, ▇▇▇▇▇▇▇▇ LLC may own, directly or indirectly, solely as an investment, securities of the Employee are any Person traded on any national securities exchange if no Seller Party is a controlling Person of, or a member of a personalgroup which controls, specialsuch Person and does not, unique and extraordinary characterdirectly or indirectly, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee own 1% or more of any class of his agreements under this Section (10) would damage the goodwill securities of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawsuch Person. (c) If a Seller Party breaches any of the provisions of Section 6.11(a), Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity: (i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Buyer and that money damages may not provide an adequate remedy to Buyer; and (ii) the right and remedy to recover from the Seller Parties all monetary damages suffered by ▇▇▇▇▇ as the result of any acts or omissions constituting a breach of this Section 6.11. (d) Each Seller Party acknowledges that the restrictions contained in this Section 6.11 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section (10) 6.11 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be determined by any court of competent deemed reformed, in such jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.11 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of time any such covenant or range of activities provision as to which it may be enforceablewritten shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of three (3) years following the Closing, Seller shall not, and shall ensure that none of its Subsidiaries will, directly or indirectly (including as a stockholder, consultant, member or partner), engage in the Business as conducted during the one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination Closing, including any development, design, manufacture, sale or promotion for sale of any Product developed, designed, manufactured, sold or promoted for sale by the employment of Business during the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before prior to the termination Closing in those countries in which the Business has active operations as of the employment Closing; provided, however, that for avoidance of doubt, the foregoing shall not restrict Seller or any of its Subsidiaries from in any way conducting any business or operation of any such Person other than the Business as of the Employee under this Employment Agreementdate hereof (any such business or operation, an “Existing Grandfathered Business”), including Solutia’s plastic products business or any business that may consume, use, contain, depend upon, any product developed, designed, manufactured, sold or promoted for sale by the Business; and provided further that, for such purposes, (ivx) no owner of less than five percent (5%) of the Employee shall not have outstanding equity or voting interests of any material financial interestPerson and (y) no director (or other equivalent position on an equivalent governing body) of any Person (other than those Persons listed in the definition of Knowledge with respect to Seller who continues to be employed by Seller or any of its Affiliates), and (z) without limiting clause (x) hereof, no pension plan, savings plan or participate as other similar employee benefit plan owning any equity or other interests in a director, officer, 5% stockholder, partner, employee, consultant or otherwisePerson for passive investment purposes only, in any corporationsuch case shall 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. For the avoidance of doubt, partnership nothing in this Section 6.6 shall (x) require Seller or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this its Subsidiaries from taking or refraining to take any action with respect to Holdings or any of its Subsidiaries incident or relating to Solutia’s equity interest in Holdings, (y) restrict Seller or any of its Subsidiaries from taking any action required to be taken by it pursuant to any Related Agreement, including the Securityholders Agreement or the Transition Services Agreement, or (z) limit any rights of Seller granted pursuant to Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably 8.7 or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any 6.14. If a court of competent jurisdiction declares in a final judgment that any term or provision of this Section 6.6 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable by reason term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of its extending for too long a period of time the invalid or over too great a range of activitiesunenforceable term or provision, it and this Agreement shall be interpreted to extend only over enforceable as so modified after the maximum period expiration of the time or range of activities as to within which it the judgment may be enforceableappealed.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of one three years --------------- after the Closing Date (1) year after termination of employment the "Non-Competition Period"), neither the Seller nor ---------------------- any Affiliate of the Employee under this Employment Agreement without regard to Seller will manufacture, sell or distribute Cardiac Stimulation Devices; provided, however, that the cause foregoing shall not prohibit -------- ------- the Seller or any Affiliate of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, Seller from (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employacquiring, directly or indirectly, securities of any Person traded in a public market that sells any Cardiac Stimulation Devices; provided that the Seller and its Affiliates do not, -------- in the aggregate, own more than 5% of any class of securities of such Person; or cause (ii) acquiring a company (the "Diversified Company") or a business (x) having ------------------- not more than 15% of its gross revenues attributable to be employed by anotherthe manufacture, any person who was an employeesale or distribution of Cardiac Stimulation Devices, officer or agent (y) having more than 15% of its gross revenues attributable to the manufacture, sale or distribution of Cardiac Stimulation Devices, as long as, with respect to such Diversified Company or business acquired that shall have derived more than 15% of its gross revenues from the manufacture, sale or distribution of Cardiac Stimulation Devices, the Seller shall have divested itself within 12 months of its acquisition of such Diversified Company of the Corporation assets, divisions or businesses of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, Diversified Company that sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the CorporationCardiac Stimulation Devices. (b) The Corporation and During the Employee agree that Non-Competition Period, neither the services Seller nor any Affiliate of the Employee are of a personalSeller will (i) induce or attempt to induce any Sales Representative, specialemployee, unique and extraordinary charactercontractor, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill distributor or consultant of the Corporation and cause Electrophysiology Business or the Corporation irreparable harm which could not reasonably Purchaser's cardiac rhythm management business to terminate his or adequately be compensated in damages in an action her representation of, or employment or consultancy with, the Electrophysiology Business or the Purchaser's cardiac rhythm management business, (ii) hire or attempt to hire any Person who is then, or at lawany time within the preceding one-year period from the date hereof was, and that the agreements a Sales Representative, employee, contractor, distributor or consultant of the Employee under this Section Electrophysiology Business or the Purchaser's cardiac rhythm management business or (10iii) may be enforced by induce or attempt to induce any customer, supplier, licensee, contractor, distributor or other business relation of the Corporation in equity by an injunction Electrophysiology Business or restraining order in addition the Purchaser's cardiac rhythm management business to being enforced by cease doing business with the Corporation at lawElectrophysiology Business or the Purchaser's cardiac rhythm management business. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During For a period equal to the longer of the term of employment this Agreement or two years after the Closing Date of the Employee under this Employment AgreementAcquisition, and during a period of one (1) year after termination of employment without the written consent of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the CorporationEmployer, (i) the Employee shall not engage, either directly or indirectlyindirectly engage (whether for his own account or as a partner, in any manner joint venturer, employee, consultant, agent, contractor, officer, director or capacity, shareholder or otherwise) in any business within the United States which delivers marketing, distribution, administrative, or activity which is competitive with any cost containment services on behalf of health care payors, primarily to the small business or activity conducted by marketplace, provided, however, that the Corporation; (ii) the Employee foregoing shall not work for be deemed to prohibit Employee from purchasing and owning securities of a company traded on a national securities exchange or employon the Nasdaq National Market with which Employee has no relationship so long as such ownership does not exceed 2% of the outstanding stock of such company. For purposes of the foregoing, directly or indirectly, or cause the small business marketplace shall be deemed to be employed by another, any person who was an employee, officer the market for those businesses which employ 24 or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporationfewer employees; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation.or (b) The Corporation For a period of three years after termination of Employee's employment for any reason Employee will not: (i) solicit, contact or encourage (i) any person who is an employee of the Employer or of any division or subsidiary of the Employer or (ii) any supplier, vendor, agent or consultant to the Employer, to terminate its, his, or her relationship with the Employer; (ii) make any derogatory, defamatory or negative statement about the Employer or HPSC or any of their officers, directors, or employees to the press, to any part of the investment community, to the public, or to any person connected with, employed by or having a relationship to the Employer, provided that nothing contained herein shall be deemed to prohibit full and fran▇ ▇▇▇cussions of the Employer, HPSC and its subsidiaries and its affairs in any Board of Directors meeting of the Employer or its parent corporation and, during such period as Employee may be a stockholder of HPSC, at any stockholders' meeting thereof; (iii) wilfully interfere with or disrupt the Employer's operations; or (iv) assist, advise or provide information or support, whether financial or otherwise, to any person in connection with any proxy contest, action by written consent or vote of the Employer or HPSC, the purpose of which is to elect a director or slate of directors who were not nominated by the then sitting Board of Directors of the Employer or HPSC, provided, however, that nothing contained herein shall require the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced to vote any shares held by the Corporation without great difficulty, and that the violation by the Employee of him in any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawparticular manner. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long For a period of time three years after termination of Employee's employment for any reason other than Cause, Employer and its directors, chief executive, financial and operating officers shall refrain from making any negative, derogatory or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceabledefamatory statement about Employee.

Non-Competition. (ai) During In connection with the term of employment of Merger and the Employee under this Employment Agreementother transactions contemplated hereby, the Holder will not, and during will cause his Affiliates not to, for a period of one 3 years following the Closing, anywhere in the Territories (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, as defined in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employExhibit H), directly or indirectly, design, create, market or cause sell products or provide services which are competitive to those products or services sold or provided by the Company at the time of the Closing ("Competitive Products and Services"). Without limiting the generality of the foregoing, during such three (3) year period, the Holder, neither directly nor indirectly, will be employed by another, any person who was an employeea director, officer or agent employee of, or consultant to, or own any interest in any Person that designs, creates, markets or sells Competitive Products or Services. The provisions of this Section 6.1(g)(i) shall not be construed to prohibit the Corporation ownership by the Holder of Parent Common Stock, or the rendering of services by any Holder to Parent or any of Parent's Affiliates, or the ownership by any Holder or such Holder's Affiliates of an aggregate interest of less than 5% of any of its subsidiaries at publicly traded company that designs, creates, manufactures, sells or provides any time during Competitive Products and Services. (ii) In connection with the transactions contemplated hereby, the Holder agrees that the Holder will not, and will cause his Affiliates not to, for a period of twelve (12) months prior 3 years following the Closing, directly or indirectly induce or solicit, or aid or assist any Person to the termination induce or solicit, any employees or officers of the Surviving Corporation, Parent or any of their respective Affiliates, to terminate, curtail or otherwise limit his or her employment by or business relationship with the Surviving Corporation, Parent or any of their respective Affiliates, except pursuant to and in compliance with the Employee under this terms of his Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; . (iii) the Employee shall not give, sell or lease any goods or services competitive In connection with the goods transactions contemplated hereby, the Holder agrees that except pursuant to and in compliance with the terms of his Employment Agreement, the Holder will not, and will cause his Affiliates not to, for the period ending 3 years after the Closing Date, directly or services indirectly, solicit business of the same or similar type being carried on by the Surviving Corporation or its subsidiaries to from any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination Person that is a customer of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Surviving Corporation. (biv) The Corporation and the Employee parties hereto agree that the services provisions of this Section 6.1(g) are reasonable. If a court determines, however, that any provision of this Section 6.1(g) is unreasonable, either in period of time, geographical area or otherwise, then the parties hereto agree that the provisions of this Section 6.1(g) should be interpreted and enforced to the maximum extent which such court deems reasonable. (v) The Holder acknowledges that the injury that would be suffered by the Parent and the Surviving Corporation as a result of a breach of the Employee are provisions of a personalSections 6.1(g), special, unique (h) and extraordinary character, and cannot (i) of this Agreement would be replaced by the Corporation without great difficulty, irreparable and that an award of monetary damages alone to the violation by Surviving Corporation or Parent for such a breach would be an inadequate remedy. Notwithstanding the Employee provisions of any of his agreements under this Section (10) would damage Agreement to the goodwill of contrary, the Parent and the Surviving Corporation and cause shall have the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawright, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any other rights they may have, to petition any court of competent jurisdiction to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any such provision of this Agreement, and the Parent and the Surviving Corporation shall not be unenforceable obligated to post bond or other security in seeking such relief. The covenants by reason the Holder in Sections 6.1(g), (h) and (i) are essential elements of its extending for too long a period this Agreement, and without the Holder's agreement to comply with such covenants, the Parent would not have entered into this Agreement. The Company and the Holder have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceablesuch covenants.

Non-Competition. From and after the Closing Date until the earlier of [*****] (a) During the term of employment of the Employee under this Employment Agreement“Restricted Period”), and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporationexcept as provided below, (i) the Employee Seller shall not engage, either directly or indirectlyindirectly as a proprietor, in any manner or capacityequityholder, in any business or activity which is competitive with any business or activity conducted by the Corporation; investor (ii) the Employee shall except as an investor holding not work for or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent more than [*****] of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation outstanding capital stock or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination securities of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interesta publicly held company), or participate as a lender, partner, director, officer, 5% stockholderemployee, consultant, or representative, or in any other capacity, in a business that owns or is developing, marketing or selling a [*****] intravenous product. Except as provided below, during the Restricted Period, Seller shall not directly or indirectly solicit, divert, take away, or attempt to divert or take away, from the Purchaser or any of their Affiliates any of the business or patronage of any of their respective customers, clients, accounts, vendors, or suppliers with respect to the Product-Related Business, and the Seller shall not assist any other Person to do so, or be a proprietor, equityholder, investor (except as an investor holding not more than [*****] of the capital stock or other securities of a publicly held company), lender, partner, director, officer, employee, consultant consultant, or otherwiserepresentative of any Person who does or attempts to do so. Notwithstanding anything herein to the contrary, Seller and its Affiliates shall be permitted, in any corporationof the capacities described above, partnership to make venture (through its wholly owned venture capital subsidiary), merger, acquisition or other alliance investments where such investment does not involve the acquisition of, or any investment in, any entity which is competitive with derives more than [*****] of its revenue from [*****] intravenous product or related rights. Seller hereby acknowledges that any business or activity conducted breach by the Corporation. (b) The Corporation and the Employee agree that the services it of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements its obligations under this Section (10) 5.15 would cause substantial and irreparable damage to the goodwill Purchaser and its Affiliates; and that money damages would be an inadequate remedy therefor, and accordingly, Seller acknowledges and agrees that each of the Corporation and cause Purchaser or any of its Affiliates shall be entitled to an injunction, specific performance, and/or other equitable relief to prevent the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements breach of the Employee under this Section such obligations (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) all other rights and remedies to which such party may be entitled in respect of any such breach). In the event that this Section (10) shall be determined by any a court of competent jurisdiction to determines that any of the provisions of this Section 5.15 would be unenforceable by reason as written because they cover too extensive a geographic area, too broad a range of its extending for activities, or too long a period of time time, or over too great a otherwise, then such provisions shall automatically be modified to cover the maximum geographic area, range of activities, it shall be interpreted to extend only over the maximum and period of time or range of activities as to which it may be enforceable, and in addition, such court or arbitrators are hereby expressly authorized so to modify this Agreement and to enforce it as so modified. No invalidity or enforceability of any section of this Agreement or any portion thereof shall affect the validity or enforceability of any other section or of the remainder of such section.

Non-Competition. (a) During the term of employment of the Employee under this Employment Agreement, and during For a period of one five years after the Closing Date (1) year after termination the "Non-Competition Period"), Seller and Centerpulse shall not and shall cause their respective Affiliates not to directly or indirectly own, control or operate an entity or a business that is in the business of employment of manufacturing, marketing, distributing or selling cardiovascular valves or components therefor, or develop or design any products or components intended to be used in cardiovascular valves products (the Employee under this Employment Agreement without regard to "Competitive Business"); provided, however, that the cause of termination of employment and whether or foregoing shall not prohibit any such termination of employment was caused by the Employee or by the Corporation, Person from (i) the Employee shall not engageacquiring, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employonly as a passive investment, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Centerpulse, Seller and its Affiliates do not, in the aggregate, own more than 5% of any class of securities or cause voting securities of such Person; or (ii) acquiring a company (the "Diversified Company") or a business (x) having not more than 20% of its gross revenues attributable to be employed by anothera Competitive Business, any person who was an employeeor (y) having more than 20% of its gross revenues attributable to a Competitive Business, officer so long as, with respect to such Diversified Company or agent business acquired that shall have derived more than 20% of its gross revenues from a Competitive Business, Seller shall have divested itself within 12 months of its acquisition of such Diversified Company or business of the Corporation assets of such Diversified Company or business that constitute the Competitive Business provided further that (A) Centerpulse, Seller and their Affiliates shall not acquire a Diversified Company or business having more than 25% of its gross revenues attributable to a Competitive Business and (B) Centerpulse shall not permit ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (in his capacity as an employee or consultant of Centerpulse or its Affiliates) to provide advice to or otherwise assist any Competitive Business referred to in clause (ii) above during the time that Centerpulse and/or its Affiliates directly or indirectly own same. Except as to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Seller shall not and shall not permit any of its subsidiaries at any time during a period of twelve Affiliates to, directly or indirectly (12i) months prior to the termination of solicit the employment of the Employee under this Employment Agreement nor shall the Employee form (except for general solicitations) any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity member of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services senior management team of the Corporation Valves Business or its subsidiaries to any person, partnership, corporation sales person employed by the Valves Business or other entity who purchased goods (ii) employ or services from the Corporation or its subsidiaries within one (1) year before the termination of solicit the employment of (except for general solicitations) any Person listed in the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interestdefinition of Knowledge, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over commencing on the maximum period of time or range of activities as to which it may be enforceabledate hereof and ending twelve months after the Closing Date.

Non-Competition. (a) During Each Seller covenants and agrees that, from and after the term of employment Closing Date until the date that is the fifth anniversary of the Employee under this Employment AgreementClosing Date (such period being referred to herein as the "NON-COMPETITION PERIOD"), it shall not, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in permit any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employof its Affiliates to, directly or indirectly: (i) engage in, or cause own any interest in, control, advise, manage, operate, act as a lender or consultant to be employed by anotheror receive any economic benefit from any Person that engages wholly or partly in, any person who was an employeethe Business in the Territory; (ii) employ, officer solicit for employment or agent of the Corporation encourage to leave his or of her employment with a Purchaser or any of its Affiliates any Hired Employee or any other employee of a Purchaser or any of its Affiliates involved in the Business as conducted by Purchasers after the Closing (any such Hired Employee or other employee, a "PURCHASER EMPLOYEE"); PROVIDED, that this SECTION 6.9(A)(II) shall not apply to (1) any Purchaser Employee who has been laid off by, or who has been terminated by, a Purchaser or any of its Affiliates (unless such termination involves a simultaneous hiring of such employee by a Purchaser or any of its Affiliates), (2) any Purchaser Employee who has voluntarily resigned from employment with a Purchaser or any of its Affiliates (unless such voluntary resignation involves a simultaneous hiring of such employee by a Purchaser or any of its Affiliates) and such resignation occurred more than 180 days prior to any such employment, solicitation or encouragement, (3) any general solicitations for employment such as those conducted by newspaper or other advertisements of general circulation (but not hirings or encouragements resulting therefrom) and (4) any inadvertent such employment, solicitation or encouragement of up to ten (10) Purchaser Employees in any calendar year if such Purchaser Employees are not officers of a Purchaser or any of its Affiliates; (iii) disturb or attempt to disturb any business relationship between any third-party and a Purchaser or any of its Affiliates in connection with the Business; or (iv) make any statement or perform any act which it knows or reasonably should know would be damaging to the reputation of a Purchaser or any of its Affiliates in connection with the Business. (A) shall prohibit: (1) either Seller or any of its Affiliates from assessing, planning, designing, installing, repairing, sourcing (meaning purchasing, selling, leasing and licensing goods and services), deploying, implementing and supporting passive cabling infrastructure; (2) either Seller or any of its Affiliates from purchasing and reselling data networking products which function in layer one of the International Standards Organization Open System Interconnection Model as in effect on the date of this Agreement, provided, that such purchases and sales are made solely in connection with, and incidental to, the ordinary course conduct of its businesses other than the Business; (3) either Seller or any of its Affiliates from purchasing and reselling data networking products which function in layer two of the International Standards Organization Open System Interconnection Model as in effect on the date of this Agreement, provided, that (i) such sales are not made in connection with the provision by a Seller or any of its Affiliates of simple network management protocol and related management or monitoring services, internet protocol configuring services or route configuring services, (ii) such layer two products are not purchased or otherwise acquired by either Seller or any of its Affiliates from the manufacturer or any manufacturer representative of such layer two products and (iii) such sales are made solely in connection with, and incidental to, the ordinary course conduct of its businesses other than the Business; (4) either Seller or any of its Affiliates from providing Logistics Services for data communication equipment (including purchasing such equipment from manufacturers at prices arranged by customers of either Seller or any of its Affiliates) to customers of either Seller or any of its Affiliates whose primary business activity is selling communications services; (5) any Person which after the date of this Agreement becomes an Affiliate of a Seller (other than Sellers' Parent, Sellers and their respective present and future subsidiaries), from competing in the Business in the Territory if, and only if, such Person, and any subsidiaries at of such Person, do not use the name "Anixter" or any time during derivation thereof in the Business in the Territory and do not use any of the assets or personnel of either Seller or any present or future subsidiary of either Seller in the Business in the Territory; (6) either Seller or any of its Affiliates from extending credit to its customers in the ordinary course of its businesses other than the Business; (7) either Seller or any of its Affiliates from receiving payment for products or services it sells in the ordinary course of its businesses other than the Business; or (8) either Seller or any of its Affiliates from performing any warranty obligations of a period of twelve Seller (12) months arising from sales or other actions prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iiiClosing) the Employee shall that a Purchaser does not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationperform. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceable.

Non-Competition. (a) During the term of employment In order to induce LSAI to enter into this --------------- Agreement, each of the Employee under this Employment AgreementNPLI Shareholders covenants and agrees that from the Closing until January 1, 2001, he shall not, and during a period shall not permit any of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporationhis Affiliates, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, to engage in any business similar to, or activity in any way competitive with, that carried on by NPLI as constituted on the date of this Agreement within any county in any state in which NPLI is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with any business LSAI or activity conducted by the Corporation; its Affiliates), (ii) the Employee shall not work for to acquire any legal or employ, directly or indirectlybeneficial interest in, or cause to be employed by another, any person who was an employee, officer or agent otherwise participate in the ownership of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnershipfirm, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity or association which is competitive with or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (iii) directly or indirectly solicit, canvass or otherwise contact or accept any business or activity conducted transaction from any present or former clients of NPLI, or take any action which shall cause the termination or curtailment of the business relationship between NPLI (and/or its successor or successors) and any of its present or former customers relating to a Competitive Business, (iv) directly or indirectly, without the prior written consent of LSAI, solicit, entice, raid, persuade or induce any individual who at of the date of this Agreement is, or at any time during such period shall be, an employee of LSAI or NPLI or other their Affiliates, or any of their respective successors, to terminate or refrain from renewing or extending his or her employment with LSAI, NPLI or their Affiliates, or any of their respective successors, except this clause shall not apply to any such employee whose employment shall have been terminated by LSAI, NPLI or their Affiliates. This covenant and agreement is included herein in order to protect the Corporationvalue of the business of NPLI being acquired by LSAI pursuant to this Agreement and to assure that LSAI and NPLI shall have the full benefit of the value thereof. (b) The Corporation and the Employee agree that the services If any part of the Employee are restrictions set forth in (a) should, for any reason whatsoever, be declared invalid by a court of a personalcompetent jurisdiction, special, unique the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected and extraordinary character, and cannot shall be replaced enforced to the fullest extent permitted by the Corporation without great difficulty, and that the violation by the Employee of law. If any of his agreements under this Section (10) would damage such restrictions are deemed to be unreasonable by a court of competent jurisdiction, then the goodwill of NPLI Shareholders shall submit to the Corporation and cause the Corporation irreparable harm which could not reasonably reduction or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawmodification thereof as said court deems reasonable. (c) In If the event that NPLI Shareholders shall be in violation of the aforementioned restrictive covenant in this Section (10) 9.9, then in addition to LSAI's other remedies, the time limitation thereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending extended for too long a period of time or over too great a range of activities, it shall be interpreted equal to extend only over the maximum period of time or range during which such violation occurred. (d) The NPLI Shareholders and LSAI agree that no portion of activities the Stock Purchase Price and Goodwill Purchase Price shall be allocable to the restrictive covenant and agreement as to which it set forth in this Section 9.9. (e) The terms and provisions of this Section 9.9 are for the benefit of LSAI and may be enforceablewaived in whole or in part by LSAI.

Non-Competition. (a) During the term of employment of the While Employee under this Employment Agreement, is employed and during a period of for one (1) year after the termination of Employee’s employment for any reason, without the written consent of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the CorporationEmployer, (i) the Employee shall not engage, either directly or indirectlyindirectly engage (whether for his own account or as a partner, in any manner joint venturer, employee, consultant, agent, contractor, officer, director or capacity, shareholder or otherwise) in any business within the United States which delivers preferred provider organization or activity which is competitive with any business claims repricing services on behalf of health care payors or activity conducted by networks; provided, however, that the Corporation; (ii) the Employee foregoing shall not work for be deemed to prohibit Employee from purchasing and owning securities of a company traded on a national securities exchange or employ, directly or indirectly, or cause to be employed by another, any person who was an employee, officer or agent on the Nasdaq National Market with which Employee has no relationship so long as such ownership does not exceed 2% of the Corporation or outstanding stock of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationcompany. (b) The Corporation During the term of this Agreement and for a period of three years after termination of Employee’s employment for any reason Employee will not: (i) solicit, contact or encourage (i) any person who is an employee of the Employer or of any division or subsidiary of the Employer or (ii) any supplier, vendor, agent or consultant to the Employer, to terminate its, his, or her relationship with the Employer; (ii) make any derogatory, defamatory or negative statement about the Employer or any of their officers, directors, or employees to the press, to any part of the investment community, to the public, or to any person connected with, employed by or having a relationship to the Employer, provided that nothing contained herein shall be deemed to prohibit full and ▇▇▇▇▇ discussions of the Employer and its subsidiaries and its affairs in any Board of Directors meeting of the Employer or its parent or subsidiary corporations and, during such period as Employee may be a stockholder of Employer, at any stockholders’ meeting thereof; (iii) willfully interfere with or disrupt the Employer’s operations; or (iv) assist, advise or provide information or support, whether financial or otherwise, to any person in connection with any proxy contest, action by written consent or vote of the Employer, the purpose of which is to elect a director or slate of directors who were not nominated by the then sitting Board of Directors of the Employer, provided, however, that nothing contained herein shall require the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced to vote any shares held by the Corporation without great difficulty, and that the violation by the Employee of him in any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawparticular manner. (c) In the event that this Section (10) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long For a period of time three years after termination of Employee’s employment for any reason other than Cause, Employer and its directors, chief executive, financial and operating officers shall refrain from making any negative, derogatory or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time or range of activities as to which it may be enforceabledefamatory statement about Employee.

Non-Competition. (a) During the term of employment of the Employee under this Employment AgreementAgreement and, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard other than with respect to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, clause (i) below, for two years thereafter (the "Restricted Period"), the Employee shall not engagenot, either without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in any manner as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or capacityotherwise, in any business or activity which is conducted in the State of Indiana and which is competitive with any business or activity conducted by the Corporation; manufacturing and printing specialty packaging business; (ii) for the Employee's own account or for the account of any other person or entity (A) interfere with the Company's or Press' relationship with any of its respective suppliers, material customers, accounts, brokers, representatives or agents or (B) contact, telephone, meet, solicit or transact any business with any material customer, account or supplier of the Company or Press who or which transacts or has transacted business with the Company Press at any time during the term of this Agreement, and in the case of Press, six (6) months prior thereto; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of the Employee shall not work for or employany other person or entity, directly the services, retention or indirectly, or cause to be employed by another, employment of any person who was has been an employee, officer principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Corporation Company or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination Press within one year of the employment date of the Employee under this Employment Agreement nor shall the Employee form any partnership with, such offer or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporationsolicitation. (b) The Corporation and Nothing herein contained shall be construed as prohibiting the Employee agree that Company or Press from pursuing any other remedies available to it for such violation, including but not limited to any injunctive or other equitable relief or the services recovery of damages from the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawEmployee. (c) In The Employee acknowledges that the event that covenants contained in this Section (10) 9 are fair and reasonable in order to protect the Company's or Press' business and were a material and necessary inducement for the Company to agree to the terms of this Agreement and to the transactions contemplated by the Purchase Agreement. The Employee further acknowledges that he has realized significant monetary benefit from these transactions, that any remedy at law for any breach or threatened or attempted breach of the covenants contained in this Section 9 may be inadequate and that the violation of any of the covenants contained in this Section 9 will cause irreparable and continuing damage to the Company. Accordingly, the Company may seek specific performance or any other mode of injunctive and/or other equitable relief to enforce their rights hereunder, including without limitation an order restraining any further violation of such covenants, or any other relief a court might award, and such injunctive relief shall be determined cumulative and in addition to any other rights or remedies to which the Company and Press may be entitled. The covenants in this Section 9 shall run in favor of the Company and its successors and assigns. In addition, the Employee agrees to pay the Company the costs it incurs, including reasonable attorneys' fees and expenses, in bringing and prosecuting any proceeding to enforce the terms of this Agreement; provided, that the Company is successful in such proceeding. (d) In case any one or more of the terms or provisions contained in this Section 9 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Section 9. In addition, if any court one or more of competent jurisdiction the restrictions contained in this Section 9 shall for any reason be held to be unenforceable by reason of its extending for too long a period of time unreasonable with regard to time, duration, geographic scope or over too great a range of activitiesactivity, it the parties contemplate and hereby agree that such restriction shall be interpreted modified and shall be enforced to extend only over the maximum period full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 9 shall be deemed a series of time or range separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 9 because, taken together, they cover too extensive a geographic area, the parties intend that those of activities as such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to which it may be enforceableenforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 9. (e) The provisions of this Section 9 shall survive the termination of this Employment Agreement.

Non-Competition. The Executive hereby agrees that, during the Term and for a period of eighteen (18) months following the termination of his employment under this Agreement, he will not, directly or indirectly and in any way, (a) During own, manage, operate, control, be employed by, participate in, or be connected in any manner with the term ownership, management, operation or control of employment any business competing with the business of the Employee under this Employment AgreementCompany, and during a period (b) interfere with, solicit on behalf of one another or attempt to entice away from the Company (1) year after termination of employment or any affiliate or subsidiary of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, Company) (i) any project, financing or customer that the Employee shall not engageCompany (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), either directly or indirectly, in any manner letter of supply or capacity, in any business other supplier contract or activity which is competitive with any business or activity conducted arrangement entered into by the Corporation; Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Employee shall not work for Company (or employ, directly any affiliate or indirectlysubsidiary of the Company) is actively negotiating with any other party, or cause to be employed by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) any prospective business opportunity that the Employee shall not give, sell Company (or lease any goods affiliate or services competitive with the goods or services subsidiary of the Corporation Company) has identified, or its subsidiaries (c) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), or any employee of any person, partnership, corporation firm or other entity who purchased goods entity, the employees of which the Company.(or any affiliate or services from the Corporation or its subsidiaries within one (1) year before the termination subsidiary of the employment Company) has agreed not to hire or endeavor to hire. The effective time of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted limitations imposed by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law. (c) In the event that this Section (10) 13 shall be determined by extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Section 13. Because of the Executive's knowledge of the Company's business, in the event of the Executive's actual or threatened breach of the provisions of this Section 13, the Company shall be entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any of the foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 13 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 13 shall-be deemed to be invalid or unenforceable by reason of its extending for too long a period the extent, duration of time or over too great a range geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of activitiesother provisions thereof, it and in their reduced form such restrictions shall then be interpreted to extend only over enforceable in the maximum period of time or range of activities as to which it may be enforceablemanner contemplated hereby.

Non-Competition. (a) During The Purchaser and the term of employment Seller agree that the Purchase Price was fixed on the basis that the transfer of the Employee under this Employment Agreement, Transferred Assets to the Purchaser would provide the Purchaser with the full benefit and during a period of one (1) year after termination of employment good will of the Employee under this Employment Agreement without regard Seller as it existed on the Closing Date. The Seller acknowledges that it is proper for the Purchaser to have assurance that the cause value of termination the Transferred Assets will not be diminished by acts of employment the Seller after the Closing Date. Accordingly, the Seller covenants and whether or agrees that, commencing on the Closing Date and ending on July 21, 2015 , it will not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectlyindirectly compete with, or own, manage, operate, or control or participate in the ownership, management, operation or control of, or provide consulting services to, any manner business, firm, corporation, partnership, person, proprietorship or capacity, in other entity which is conducting any business which competes with the business of the Seller as constituted on the Closing Date or activity which is competitive with any as constituted thereafter before July 21, 2015, to the extent reflecting a reasonable extension of the Seller's line or lines of business or activity conducted by as constituted on the Corporation; Closing Date (the "Restricted Business"), (ii) the Employee shall not work for or employ, directly or indirectly, or cause to be employed indirectly solicit employment by another, any person who was an employee, officer or agent of the Corporation or of any of its subsidiaries at any time during a period of twelve (12) months prior to the termination of the employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the goods or services of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under the employees, consultants, agents, or independent contractors of the Seller (for this purpose the terms "employees," "consultants," "agents," and "independent contractors" shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in question), or (iii) solicit, interfere with, or endeavor to entice away from the Seller, on behalf of any person, partnership, corporation, or other entity, any customer of the Restricted Business of the Seller. If the Seller commits a breach, or threatens to commit a breach, of any of the provisions of this Section (10) would damage 8.3, the goodwill of Purchaser shall have the Corporation right and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at lawremedy, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by any others, to have the Corporation at law. (c) In the event that provisions of this Section (10) shall be determined 8.3 specifically enforced by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activitieshaving equity jurisdiction, together with an accounting therefor, it shall be interpreted being acknowledged and understood by the Seller that any such breach or threatened breach will cause irreparable injury to extend only over the maximum period of time or range of activities as to which it may be enforceablePurchaser and that money damages will not provide an adequate remedy therefor.

Non-Competition. (a) During the term of employment of the Employee under this Employment AgreementRestricted Period, neither Seller, Seller Class A Member nor Kandera shall, and during a period Seller, Seller Class A Member and Kandera shall cause each of one their respective Affiliates (1excluding the Seller Class B Member and the Affiliates of Seller Class B Member) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employnot, directly or indirectly, alone or cause with others, for itself or for another Person: (i) operate or engage in, or establish or acquire, or have any interest whatsoever in, or provide any services, assistance, financing or advice to (or to any Person who operates or engages in), or participate in the management or control of, or be associated with, any business that operates or is engaged in, anywhere in the Restricted Area, any aspect of the Restricted Business; (ii) endorse, recommend, promote, support, sponsor, subsidize, or fund any Person that conducts any business in the Restricted Area that competes with any aspect of the Restricted Business; (iii) cause, induce, influence, encourage or solicit any Material Business Relationship, other actual business relationship or Prospective Business Relationship (provided that Seller, any other Selling Group Member, or Kandera, as applicable, has Knowledge of such other actual business relationship or Prospective Business Relationship) with Purchaser, Purchaser Parent or any of their respective Affiliates to terminate or modify in any respect any such Material Business Relationship, other actual business relationship or Prospective Business Relationship; or (iv) sell or otherwise transfer or dispose of, or agree to sell or otherwise transfer or dispose of, any of the Excluded Assets to any Person that (A) is a direct or indirect competitor of the Restricted Business, or (B), to the Knowledge of Seller, any other Selling Group Member or Kandera, intends to use or permit to be employed by anotherused the Excluded Assets in connection with a business that competes directly or indirectly with the Restricted Business. (b) During the Restricted Period, any person who was an employeewithout the prior written consent of Purchaser, officer or agent Seller, each other Selling Group Member and Kandera will not, and Seller, Seller Class A Member and Kandera will cause their respective Affiliates (excluding Affiliates of the Corporation Seller Class B Member) to not, directly or of indirectly, (i) solicit for employment or hire, or cause, induce, influence or encourage to terminate, reduce or modify their relationship with Purchaser, Purchaser Parent or any of its subsidiaries at their respective Affiliates any time Purchaser-Hired Former Employee; or (ii) solicit for employment, or cause, induce, influence or encourage to terminate, reduce or modify their relationship with Purchaser, Purchaser Parent or any of their respective Affiliates any other Person who is or was during a period of the previous twelve (12) months prior an employee of Purchaser, Purchaser Parent or any of their respective Affiliates. Notwithstanding anything to the termination of the employment of the Employee under contrary contained in this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation withAgreement, any such person which is competitive with any business response by an employee or activity of former employee to a general, published advertisement not targeting the Corporation; (iii) the Employee Purchaser’s or Purchaser Parent’s employees shall not give, sell or lease any goods or services competitive with the goods or services be a violation of the Corporation or its subsidiaries to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the employment of the Employee under this Employment Agreement; (iv) the Employee shall not have any material financial interest, or participate as a director, officer, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted by the Corporation. (b) The Corporation and the Employee agree that the services of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law5.4(b). (c) The Parties acknowledge that the restrictions contained in this Section 5.4 are reasonable and necessary to protect the legitimate interests of Purchaser, Purchaser Parent and their respective Affiliates and constitute a material inducement to Purchaser to enter into this Agreement and consummate the Transaction. In the event that any covenant contained in this Section (10) 5.4 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be determined by any court of competent deemed reformed, in such jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too great a range of activities, it shall be interpreted to extend only over the maximum period time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 5.4 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of time any such covenant or range of activities provision as to which it may be enforceablewritten shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition. In consideration of the Employee’s employment with Employer, its successors, present or future subsidiaries, or assigns during such time as may be mutually agreeable, of the compensation provided herein, of the Employee’s Base Salary as an Employee and for other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, Employee agrees: (a) During That during the term of employment of the by Employer, Employee under this Employment Agreement, and during a period of one (1) year after termination of employment of the Employee under this Employment Agreement without regard to the cause of termination of employment and whether or will not such termination of employment was caused by the Employee or by the Corporation, (i) the Employee shall not engage, either directly or indirectly, engage in any manner or capacity, in any a business or activity which is competitive with any business or activity conducted by the Corporation; (ii) the Employee shall not work for or employthat competes, directly or indirectly, with any of the products, services or cause businesses of Employer; (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such business; (iii) seek in competition with the business of Employer to be employed by anotherprocure orders from or do business with any customer of Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who was is an employeeemployee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, officer assemble, supply or agent deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the Corporation customers, associates, consultants, partners, or employees of Employer to take any action which might be disadvantageous to Employer; provided, however, that nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any of its subsidiaries at any time during corporation so engaged. (b) That for a period of twelve two years following termination of Employee’s employment, Employer shall, at its option, have the right to require that the Employee not (12i) months engage in a business that competes, directly or indirectly with any of the products sold or businesses conducted by any division or subsidiary of Employer in which the Employee worked during the two (2) year period prior to the termination of the Employee’s employment of the Employee under this Employment Agreement nor shall the Employee form any partnership withby Employer, (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, or establish any business venture in cooperation witha consultant to, or give financial or other assistance to, any person or entity engaged in or considering engaging in any such person which is competitive with any business or activity of the Corporationbusiness; (iii) the Employee shall not give, sell or lease any goods or services competitive seek in competition with the goods business of Employer to procure orders from or services do business with any customer of Employer with which Employee had contact during the Corporation or its subsidiaries two years prior to any person, partnership, corporation or other entity who purchased goods or services from the Corporation or its subsidiaries within one (1) year before the termination of the Employee’s employment of the Employee under this Employment Agreementwith Employer; (iv) solicit, or contact with a view to the engagement or employment of, any person who is an employee of Employer; (v) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Employer) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to Employer; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants, partners, or employees of Employer to take any action which might be disadvantageous to Employer; provided, however, that nothing herein shall prohibit Employee from owning, as a passive investor, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. The foregoing restrictions shall apply to conduct and activities in any city, county or state in the United States or in any foreign country in which any Employer subsidiary or division in which Employee worked during the two years prior to termination of Employee’s employment with Employer sells products or services or conducts business. Employer shall, if it exercises its option set forth in this Section 10 (b), with respect to employment or consulting activities, make the payments described in Section 10 (d) below to Employee. In the event that the Employee shall not have any material financial interestwould violate the provisions of this section following termination of Employee’s employment, or participate as a directorEmployer may, officerat its option, 5% stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity which is competitive with any business or activity conducted extend the foregoing two (2) year period by the Corporation. (b) The Corporation and the Employee agree that the services duration of the Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Corporation without great difficulty, and that the violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of the Employee under this Section (10) may be enforced by the Corporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at lawEmployee’s violation. (c) During Employee’s employment by Employer and during the course of the above-mentioned two (2) year period, Employee shall advise Employer in writing of each and every bona fide offer subject to the restrictions set forth in this Agreement which Employee receives and wishes to accept. Employees notice shall be sufficiently detailed regarding the nature and scope of the offer and the identity and business of the offer or to permit Employer to make an informed decision whether to exercise its option hereunder, and shall include a copy of the written offer from the offeror. Employee agrees to supplement the notice with further information upon request by Employer. (d) Employer shall have ten (10) business days following receipt of Employee’s written notification (and any requested supplement) to advise me of its election, in its sole discretion, either; (i) to waive the non-competition provisions of this Agreement, in which case Employee shall be free to accept such offer subject to all the other terms and conditions of any agreements with Employer relating to inventions and confidential information; or (ii) to insist upon Employers full compliance with the provisions of this Agreement. If Employer elects option (ii) with respect to an employment or consulting offer, Employer shall compensate Employee monthly in an amount equal to my latest monthly base pay as an employee of the Employer in lieu of salary, benefits and all other remuneration Employee would have received in connection with the proposed employment or consulting for a period beginning on the date of Employees notice as provided above and ending twenty-four (24) months from severance of Employee’s employment with Employer. The amount payable may be reduced as provided herein. Monthly payments shall begin with the end of the month Employer elects option (ii) above. In the event that Employee receives an offer of temporary or part-time employment or an offer to serve as consultant, the amount payable pursuant to this Section (1010(d) shall be determined the lesser (a) my latest monthly base pay or (b) the amount offered for temporary or part-time employment or consulting. Payments for temporary employment or consulting shall only be paid during the period for which Employee receives an offer of temporary employment or consulting. (e) The election by Employer of option (i) in Section 10(d) above with respect to any court one offer shall not be deemed a release or a waiver with respect to any other offers which Employee may receive during the two-year period of competent jurisdiction restriction. Payments pursuant to Section 10(d) above will be unenforceable adjusted if Employer exercises its option with respect to a subsequent offer of employment or consulting which results in different payments. Payments ender Section 10(d) will be based solely upon the most recent offer of employment or consulting presented to Employer. In no event will compensation ender Section 10(d) exceed Employee’s latest monthly base pay as an employee of Employer. (f) If Employee accepts employment or performs services for any business acceptable to Employer or not subject to the restriction set forth in this Agreement during the two-year period of restriction, the amount of any compensation to which Employee may later become entitled hereunder shall be reduced by reason of its extending the amount by which compensation received for too long such employment or services exceeds the base pay Employee would have received at Employer for a period of time of the same duration as such employment or over too great services. Employee shall promptly advise Employer in writing upon seeking payment pursuant to Section 10(d) of the dates such acceptable or unrestricted employment commenced and terminated and the compensation received therefor. In such case, Employer shall reduce future payments to Employee under Section 10(d) as provided herein. Payments pursuant to Section 10(d) above shall also be reduced by an amount equal to the amount paid to Employee by Employer under any other agreement, if any, limiting Employee’s right to subsequent employment. (g) Notices shall be sent to Employer at most recent corporate headquarters address, and to Employee at the most recent address Employer has for Employee, or at such different address as either party shall have given notice by certified mail, Return Receipt Requested. Refusal by either party to accept a range notice shall be deemed receipt of that notice. (h) If any provision of this Section 10 should be adjudicated to be invalid or ____forceable, such provision shall be deemed deleted herefrom with respect, and only with respect, to the operation of such provision in the particular jurisdiction in which such adjudication was made; provided, however, that to the extent any such provision may be made valid and enforceable in such jurisdiction by limitations on the scope of activities, it geographical area or time period covered, the parties agree that such provision instead shall be interpreted modified and deemed limited to extend the extent, and only over to the maximum period extent, necessary to make such provisions enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction, and in such limited form shall be fully enforceable. The parties further agree to modify, re-execute and resubmit this Agreement to an appropriate court if necessary to effect the purpose of time or range this Agreement. This Agreement shall be construed and enforced in accordance with the laws of activities as the State of Georgia. (i) The Employee acknowledges and agrees that a breach of the provisions of this Agreement by the Employee will cause serious and irreparable damage to which it Employer that may be enforceabledifficult to quantify and for which monetary damages alone will not be adequate. Accordingly, the Employee agrees that if Employer should bring an action to enforce its rights under this Agreement and if Employer establishes that Employee has breached any of the Employee’s obligations under this Agreement, Employer shall be entitled to (i) temporary and/or permanent injunctive relief without the need for posting a bond, and (ii) reasonable attorneys’ fees incurred by Employer in bringing and prosecuting any action for breach. Nothing in this Agreement shall be construed to prohibit Employer from pursuing any other legal or equitable remedy. Employee agrees that in no event will Employer be liable to Employee for damages in connection with Employer’s enforcement of this Agreement in excess of the amounts specifically provided herein. Employee agrees that Employer, or its assignee, may assign this Agreement upon written notice to Employee. (j) In consideration for Employees obligations under this Agreement, Employer shall pay Employee upon termination of Employee’s employment with Employer, as supplemental severance pay in addition to all other normal severance benefits, but in lieu of similar severance under any other non-competition agreement, if any, with Employer, six months of Employee’s latest Base Salary and the release and issuance of the remaining Fifty percent (50%) founders stock as per article 5 (a) V, as an Employee of Employer if termination occurs within the first one-year term of Employment without cause and three months of Employee’s latest Base Salary as an Employee of Employer thereafter.