Common use of Non-Competition Clause in Contracts

Non-Competition. A) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the period in which Corporation pursuant to this Agreement. The Executive further represents and warrants that his employment and use of any material he brings will not violate the Project Entity is a licensee rights of WCCIany third party, including without limitation, pursuant to any non-competition or non-solicitation agreement. The Executive hereby agrees that he shall not (without the prior written consent of NYBE, WCCI the Board which shall not be unreasonably withheld taking into account (i) the Executive’s career in the forest product industry and (ii) his non-disclosure obligations under Section 6.1) during the Restricted Period and within the Prohibited Area whether on his own account or in conjunction with or on behalf of any other Person, and whether as an employee, director, officer, shareholder, partner, principal, agent, or in any other capacity whatsoever other than as a consultant, in competition with the Corporation or any of its Affiliates, directly or indirectly ownindirectly, operate, developmanage, constructcontrol, manage participate in, carry on, be employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or participate financially assist, or permit his name to be used in connection with the ownershipactivities from time to time of the Corporation (the “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing, tissue and packaging papers, market pulp and wood products, as well as research into, development, constructionproduction, operation manufacture, sale, supply, import, export or marketing of any product which is the same or similar to or competitive with any product researched, developed, produced, manufactured, sold, supplied, imported, exported or marketed by the Corporation or by any of its Affiliates in the context of the above described activities during the term of this Agreement. Notwithstanding the foregoing restrictions, the Executive may acquire securities (i) of a class or series that is traded on any stock exchange or over the counter if such securities represent not more than two percent (2%) of the issued and outstanding securities of such class or series, (ii) of a mutual fund or other investment entity that invests in a portfolio the selection and management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area control of the investor, or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C(iii) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest held in a legal entity that owns, develops, constructs, operates fully managed account where the Executive does not direct or manages influence in any restaurant engaged in manner the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach selection of any investment in such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10securities.

Non-Competition. A) During the period in which the Project Entity is a licensee of WCCINon-Competition Period, Executive shall not, without the prior written consent of NYBEan authorized officer of Vishay, WCCI shall not directly or indirectly indirectly, own, manage, operate, developjoin, constructcontrol, manage participate in, invest in or participate in the ownership, development, construction, operation otherwise be connected or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Companyassociated with, in which the Project Entity is operating any manner, including as an Atomic Burrito restaurant. Cofficer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest 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 manner, 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 legal entity company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which 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 ownsconduct the Competing Businesses, developsprovided that (A) Executive shall not, constructsdirectly or indirectly, operates have any responsibility whatsoever for, provide any services whatsoever to, or manages otherwise be connected or associated with any restaurant engaged in Competing Business of the sale of bagels or bagel related products; Esame company, and (B) During the period in which the Project Entity is a licensee of WCCI, without Executive obtains the prior written consent of WCCIVishay, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) which consent shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedunreasonably with held. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates. (b) During the period Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its affiliates or in which any way injuring the Project Entity interests of the Company or any of its affiliates and the Company and its affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 9, nothing herein shall preclude the Company and its affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 8(b), the term “Competitor” means any enterprise or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or then proposed to be conducted, by the Company and its affiliates in a licensee manner that is or would be material in relation to the businesses of WCCIthe Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services). During the Restricted Period, Executive, without prior express written approval by the prior written consent of NYBEBoard, WCCI shall not (A) engage in, or directly or indirectly own(whether for compensation or otherwise) manage, operate, developor control, construct, manage or join or participate in the ownership, development, constructionmanagement, operation or management control of a Competitor, in any restaurant engaged capacity (whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the sale development, expansion or promotion of, any division of bagels an enterprise or bagel related products located the business intended to become a Competitor at any time after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally and internationally and agrees that the provisions in the Territoryforegoing sentence shall operate throughout the United States and the world (subject to the definition of “Competitor”). B(c) During the period in which the Project Entity is a licensee of WCCIRestricted Period, Executive, without the express prior written consent of NYBEapproval from the Board, WCCI shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly ownengage, operateemploy or compensate, developor cause or permit any person with which Executive may be affiliated, constructto engage, manage employ or participate in compensate, any employee of the Company or any of its affiliates. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, developmentwhether through stock holding or otherwise, constructionof an interest in a business, operation firm or management entity; provided, that ownership of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, less than 5% of any class of equity interest in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions a publicly held company shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than deemed a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the TerritoryProprietary Interest. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) During As an inducement for Buyer to enter into this Agreement and to consummate the period in which the Project Entity is a licensee transactions set forth herein, each of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇, ▇▇▇▇▇ Well Mapand ▇▇▇▇▇▇ hereby agree, published by consent to and acknowledge, that for a period of three (3) years from the A.CClosing Date, in every state where any member of the Keys Group was doing business immediately prior to the Closing, neither Lindley, Smith, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) nor any of their respective affiliates shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operatebuild, developinvest in, construct, manage or participate in the ownershipdevelopment of, developmentfinance, constructioncontrol or have any other management or consulting role in any entity, operation facility or management operation, whose services or activities compete in any way, in whole or in part, with the services or activities of quick service fresh-Tex Mexican restaurants located in any member of the TerritoryKeys Group as of the Closing Date. F(b) The restrictions on NYBE As an inducement for Buyer to enter into this Agreement and to consummate the transactions set forth in Section 3.10(Eherein, Management Sellers hereby agree, consent to and acknowledge, as applicable, that for a period of three (3) years from the Closing Date neither the Management Sellers nor any of their affiliates shall also solicit for employment any employee of the Facilities or interfere with, disrupt or attempt to disrupt the relationship between Buyer and its lessors, lessees, contractors, licensors, licensees, customers, or suppliers pertaining to the operations of any member of the Keys Group or the Facilities; provided that such limitations regarding solicitation shall not apply to any entities person who (i) responds to an advertisement which is placed in general circulation by or Persons directly on behalf of Management Sellers and which is not targeted at a person to whom the preceding otherwise would apply or indirectly controlled (ii) contacts Management Sellers on her or his own initiative without any direct solicitation by NYBEManagement Sellers. G(c) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that ownsLindley, developsSmith, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that ▇▇▇▇▇▇ and the restrictions set forth in this Section 3,10 are founded on valuable consideration Management Sellers each agree and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary acknowledge their failure to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, comply with the provisions of this Section 3.10 shall 7.13 will give rise to damages which may be deemed impossible to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 measure accurately and that the remedy at law for the injuries sustained from such breach of any such covenant will may be inadequateincalculable and irremediable. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party it is agreed that Buyer shall be entitled, in addition to such all other remedies and damages as may be available to either or both of them at law to equitable relief, including without limitation an injunction or under this Agreementorder of specific performance in any court of competent jurisdiction, to injunctive relief to enforce in the provisions event of any breach of this Section 3.107.13. Should litigation be necessary to enforce any provision in this Section 7.13, the prevailing party shall be entitled to recover all costs, including reasonable attorneys’ fees, incurred prior to suit or after suit, in all court proceedings, including appellate courts.

Non-Competition. A(a) During Except as provided in Section 5.5(b), during the period in which beginning on the Project Entity is a licensee Distribution Date and ending on the second anniversary of WCCIthe Distribution Date, without the prior written consent neither Computer Sciences GS nor any of NYBEits controlled Affiliates will own, WCCI shall not directly or indirectly ownmanage, operate, develop, construct, manage control or participate in the ownership, development, constructionmanagement, operation or management control of any restaurant company engaged in the sale of bagels or bagel related products located CSC State and Local Field in the Territory. (b) Nothing contained in the Agreement shall prohibit Computer Sciences GS or its Affiliates from: (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in the CSC State and Local Field in the Territory, where such shares or interest represent no more than ten percent (10%) of the outstanding voting power in such Person; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and Computer Sciences GS or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Person 20% or less of whose revenues is derived from the CSC State and Local Field within the Territory; provided, however, that, (A) within six (6) months after its acquisition, Computer Sciences GS or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the CSC State and Local Field within the Territory, and (B) During with respect to such portion, CSC shall be given a first right of refusal to purchase such portion on the same terms and conditions as offered by Computer Sciences GS or controlled affiliates to any prospective purchaser; (iii) marketing or selling its own products or services that are not in the CSC State and Local Field within the Territory. (c) Except as provided in Section 5.5(d), during the period in which beginning on the Project Entity is a licensee Distribution Date and ending on the second anniversary of WCCIthe Distribution Date, without the prior written consent neither CSC nor any of NYBEits controlled Affiliates will own, WCCI shall not directly or indirectly ownmanage, operate, develop, construct, manage control or participate in the ownership, development, constructionmanagement, operation or management control of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant company engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located Computer Sciences GS Field in the Territory. F(d) The restrictions Nothing contained in the Agreement shall prohibit CSC or its Affiliates from: (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in the Computer Sciences GS Field in the Territory, where such shares or interest represent no more than ten percent (10%) of the outstanding voting power in such Person; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and CSC or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Person 20% or less of whose revenues is derived from the Computer Sciences GS Field within the Territory; provided, however, that, (A) within six (6) months after its acquisition, CSC or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the Computer Sciences GS Field within the Territory, and (B) with respect to such portion, Computer Sciences GS shall be given a first right of refusal to purchase such portion on NYBE set forth in Section 3.10(E) shall also apply the same terms and conditions as offered by CSC or controlled affiliates to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurantsprospective purchaser; H(iii) Each party hereby agrees marketing or selling its own products or services that are not in the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of Computer Sciences GS Field within the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedTerritory. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) During The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the period Company, he will not during the Employment Period: participate in, be employed in which the Project Entity is a licensee of WCCIany capacity by, without the prior written consent of NYBEserve as director, WCCI shall not consultant, agent or representative for, or have an interest, directly or indirectly ownin, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant enterprise which is engaged in the sale business of bagels developing, licensing, or bagel related selling technology, products located in or services which are directly competitive with the Territory. B) During Business of the period in which Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the Project Entity is a licensee of WCCIbona fide intent to market same, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well MapCompany or any of its Subsidiaries at the time in question; provided, published by the A.Chowever, ▇▇▇▇▇▇▇ Company, that interests in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any publicly-traded entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning that constitute less than a five percent (5%) interest in a legal entity that ownssuch entities, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Executive agrees that, for a period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), the Executive shall not (1) own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons either directly or indirectly controlled by NYBE. G) The restrictions set forth or through or in Section 3.10(E) shall not be considered violated by reason conjunction with one or more members of NYBE owning less his or his spouse’s family or through any trust or other contractual arrangement, a greater than a five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated due to a legal entity breach of the terms hereof by the Company as described in Section 12(b) above), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that ownswould not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, developswith the bona fide intent to market same, constructsby the Company or any of its Subsidiaries. (d) Executive further agrees, operates while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), that he will not, directly or manages indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any quick service fresh-Tex- Mexican restaurants;person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. H(e) Each party The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view Company upon any breach of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges 18 by the Executive, and the Executive therefore agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitledCompany, in addition to such recovering on any claim for damages or obtaining any other remedies and damages as remedy available at law, also may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions terms of this Section 3.1018 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. A(i) During Employee covenants and agrees that during Employee’s employment with the period Company and for the twelve (12) months following termination of employment for any reason, he will not, in any geographic market in which Employee worked on behalf of the Company during the twenty-four (24) months preceding termination of employment for any reason, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant or in any other capacity, a business competitive with that conducted by the Company. A “business competitive with that conducted by the Company” shall mean any business or activity involved in the design, development, manufacture, sale, marketing, production, distribution, or servicing of phosphate, potash, nitrogen, fertilizer, or crop nutrition products, or any other significant business in which the Project Entity Company is engaged in or preparing to engage in as of the date of Employee’s termination of employment. To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to 1% of the outstanding shares of a licensee publicly-traded company) or to consult, work in, direct or have responsibility for any area of WCCIsuch business, without including but not limited to the following areas: operations, sales, marketing, manufacturing, procurement or sourcing, purchasing, customer service, distribution, product planning, research, design or development. (ii) During Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee certifies and agrees that he will notify the CEO/President of the Company of his employment or other affiliation with any potentially competitive business or entity prior to the commencement of such employment or affiliation. Employee may make a written consent request to the CEO/President for modification of NYBEthis non-competition covenant; the CEO/President will determine, WCCI in his sole discretion, if the requested modification will be harmful to the Company’s business interests; and the CEO/President will notify Employee in writing of the terms of any permitted modification or of the rejection of the requested modification. For purposes of this Section 8, the Company shall not include any existing or future subsidiaries of the Company. A subsidiary of the Company shall include a corporation, limited liability company or other entity, a majority of the voting power, the then outstanding shares (or a comparable voting equity interests) entitled to vote in the general election of directors (or persons filling similar governing positions in non-corporate entities) of which is owned by the Company directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view individually through another subsidiary of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedCompany). I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) Corporate Property-Confidential Information 6.1 During the period beginning with the date hereof and ending on the date of the final installment of the Severance Payment as provided in the Agreement (the “Restricted Period”), Executive will not, directly or indirectly, undertake or perform services in or for, or render services to, participate in, or have financial interest in, or engage in, any business competitive to that of the business of the LCI Entities, the Kinro Entities or Drew (collectively, the “Affiliated Companies’) or solicit for employment or employ any employee of the Affiliated Companies. For purposes hereof, a business shall be deemed competitive if it is conducted in any geographic or market area in which any of the Project Entity is a licensee Affiliated Companies are engaged in business during the Restricted Period and involves the development, design, manufacture, marketing, packaging, sale, use in production, or distribution, of WCCIany products developed, without designed, manufactured, sold, used in production, or distributed, or the prior written consent offering of NYBEany services offered, WCCI shall by any of the Affiliated Companies, whether on the date hereof or as of the termination or expiration date of this Agreement including, but not limited to, products for the manufactured housing (including park and office models), modular housing, recreational vehicle, bus, and boat and other specialty utility trailer, industries; and the Executive will be deemed directly or indirectly ownto engage in such business if the Executive, operateor any member of his immediate family participates in such business, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant entity engaged in or which owns such business, as an officer, director, employee, consultant, partner, individual proprietor, manager or as an investor who has made any loans, contributed to capital stock or purchased any stock; the sale of bagels Executive will not, at any time, utilize any tradenames or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified corporate names used by the then current Affiliated Companies, or any derivatives of such names, in any business competitive to that of the business of the Affiliated Companies, nor any patent, trademark, tradename, service ▇▇▇▇▇▇▇ Well Map, published by logo, copyright or similar intellectual property, whether or not registered, of any of the A.CAffiliated Companies. The foregoing, ▇▇▇▇▇▇▇ Companyhowever, shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the Project Entity investment is operating an Atomic Burrito restaurantmade is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Act of 1934 and, if the company in which such investment is made competes with any of the Affiliated Companies, such investment represents less than one (1%) per cent of the outstanding securities of such class. C) 6.2 The restrictions on WCCI set forth in Section 3,10(A) Executive agrees that all products, packaging, inventions, patents, patent applications, designs, creations, ideas, techniques, methods, or any portions thereof, or any improvements or modifications thereon, or any know-how or procedures related thereto, which relate to the business of the Affiliated Companies, conceived, invented, discovered or executed by the Executive, whether or not marketed or utilized by the Affiliated Companies, shall be sole and (B) shall also apply exclusive property of the Affiliated Companies, without additional compensation payable thereof; and by these presents the Executive hereby assigns to the Company any entities and all right, title and interest he has, or Persons directly or indirectly controlled by WCCImay have, therein. D) 6.3 The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party Executive acknowledges and agrees that irreparable injury may result during, and as a consequence of employment with the Company, he has learned confidential, proprietary and trade secret information of and about the Affiliated Companies, and has had access to and has been involved in the development and utilization of the Affiliated Companies’ confidential and proprietary business information. “Confidential Information” means information about the Affiliated Companies in whatever form disclosed or known to the other party and/or Executive as a Project Entity if consequence of his employment by the other party breaches Company which relates to the Affiliated Companies’ business, products, processes, or services that gives them a competitive advantage in the marketplace, including, but not limited to: (a) any covenant contained in this Section 3.10 and information that would be considered a trade secret within the remedy at law for the breach meaning of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of applicable Federal or state law; (b) information relating to any of the provisions of this Section 3.10Affiliated Companies’ existing products or services or products or services under development; (c) information relating to the Affiliated Companies’ business dealings with customers or suppliers; (d) confidential customer or prospective customer lists; (e) sales-prices, costs, and profit margins; (f) confidential marketing and advertising programs; (g) financial information; (h) sales performance and strategies; (i) human resources strategies; (j) merger and acquisition plans; and (k) proprietary software or processes utilized by the other party shall be entitled, in addition to such other remedies Affiliated Companies. Confidential Information does not include information that the Executive proves was generally known and damages as may be readily available to the Affiliated Companies’ competitors through legitimate means. The Executive agrees that he will not, either during the Term or both at any time after the termination or expiration of them at law or under this Agreement, disclose to injunctive relief anyone (except as authorized by the Corporations in furtherance of its business), publish, or use in competition with the Affiliated Companies, any of their Confidential Information. The Executive further agrees to enforce abide by all rules or regulations the provisions of this Section 3.10Company may implement from time to time to further protect their Confidential Information.

Non-Competition. A) During the period in which the Project Entity If Executive is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in entitled to payments pursuant to Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view 4 of the circumstances under which this Retention Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitledthen, in addition to such other remedies those benefits, the Company shall pay to Executive on a quarterly basis in arrears during the Restricted Period, an aggregate of $400,000 (the “Fee”), and damages as may be available to either or both in consideration of them at law or these additional payments and the benefits provided under this Section 4 of the Retention Agreement, Executive agrees that during the Restricted Period, Executive shall not, directly or indirectly, for himself, or for any entity: (a) engage in or Participate In any business that directly competes with, or develops or offers products or services directly competitive with the products or services of the Company from any state or country in which the Company has business or customers, or has solicited customers; nor (b) engage in or Participate In any business that directly competes with, or develops or offers products or services directly competitive with the products or services of the Business, from any other location throughout the world; nor (c) call upon, solicit, serve, or accept business, from any customer or prospective customer (wherever located) of the Company for the purpose of selling products or services directly competitive with the products or services of the Company; nor (d) interfere with any business relationship of the Company, with any of their customers or prospective customers or induce any such customers or if Executive shall become entitled to injunctive relief benefits under Section 4 of the Retention Agreement, prospective customers to enforce discontinue or reduce their relationship with the provisions Company. To the extent that Executive is employed by or consults for an entity which is a subsidiary, division or other affiliate of a larger business enterprise, the determination as to whether the employment violates this Section 3.10shall be made solely by reference to the business activities conducted by the particular subsidiary, division or affiliate by which Executive becomes employed or serves as consultant. This Section shall not prohibit Executive from working as employee or consultant for a company or entity which does not engage in a business that directly competes with, or develops or offers products or services directly competitive with the products or services of the Company but which is affiliated with an entity or company which does engage in business that directly competes with, or develops or offers products or services directly competitive with the products or services of the Company, so long as the duties of the position held by Executive do not require him to directly participate in the Company or any other business that directly competes with, or develops or offers products or services directly competitive with the products or services of the Company.

Non-Competition. A) During In consideration of and in connection with --------------- Executive's purchase of shares of Class A Common Stock, Class B Common Stock and Preferred Stock, and the period Company's obligations in which respect of such shares, and in order to protect the Project Entity goodwill of the Company, as long as Executive is a licensee employed by the Company and owns shares of WCCIClass A Common Stock, without Class B Common Stock or Preferred Stock, Executive shall not, unless acting in accordance with the Company's prior written consent of NYBE(which consent may be withheld in the Company's sole and absolute discretion), WCCI shall not directly or indirectly indirectly, own, operatemanage, developjoin, constructoperate or control, manage or participate in the ownership, development, constructionmanagement, operation or management of control of, or be connected as a director, officer, employer, employee, partner, consultant, independent contractor or otherwise with, or permit his name to be used by or in connection with, any restaurant engaged in the sale of bagels profit or bagel related products located in the Territory. B) During the period in non-profit business or organization which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly ownengages in wireless communications activities, operatein any part of the United States or other region of the world; provided, developthat -------- notwithstanding the foregoing, construct, manage or participate Executive may engage in the ownership, development, construction, operation or management activities which exist as of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by date of the then current ▇▇▇▇▇▇▇ Well Map, published by Merger with respect to the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI entities set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) on Schedule 1(c). The restrictions set forth in Section 3.10(A) are subject to parties agree that the following exceptions: i) Such restrictions foregoing shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged limit Executive from making passive investments in the sale securities of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesentity. In the event that If any provision of this Section 3.10 3 is determined adjudged by a court to be invalid by any arbitrator or court of competent jurisdictionunenforceable, the provisions same will in no way affect any other provision of this Section 3.10 shall 3 or any other part of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be deemed to have been amended end unenforceable because of the duration of such provision or the geographic area covered thereby, the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for court making such determination will have the breach power to reduce the duration and/or geographic area of any such covenant provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable and will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10enforced.

Non-Competition. A) During In view of the period unique and valuable services it is expected Executive will render to the Company, and the knowledge of the technology, trade secrets, and other proprietary information relating to the business of the Company and its clients and suppliers that it is expected Executive will obtain, and in which consideration of the Project Entity is a licensee compensation to be received hereunder, Executive agrees that during the Employment Period and thereafter until the first anniversary of WCCIthe termination of the Employment Period, without he will not, anywhere in the prior written consent of NYBEworld, WCCI shall not directly or indirectly indirectly, for his own benefit or for, with, or through any other person, firm, or corporation, a) own, manage, operate, developcontrol, constructloan money to, manage or participate in the ownership, developmentmanagement, constructionoperation, operation or management 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 by, any restaurant person, corporation, organization or other business entity that is engaged in the sale business of bagels developing, manufacturing, selling or bagel related providing human infertility treatments or products located or is otherwise engaged in a business similar to any business of the Territory. BCompany; b) During reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, clients, or employees; or c) employ any person who was an employee of the Company within a period in which of one year after such person leaves the Project Entity is a licensee employ of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related productsprovided, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity however, that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall 7 will not be deemed to have been amended end breached merely because Executive owns not more than 1% of the parties agree to execute any documents and take whatever action outstanding common stock of a corporation that is necessary to evidence such amendmentregistered under the Securities Exchange Act of 1934, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and amended. Executive agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.107 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 is deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope hereof, or otherwise, then the court making such determination has the right to reduce the extent, duration, geographical scope, or other party shall be entitled, in addition to such other remedies and damages provisions hereof as may be available necessary to either or both of them at law or comply with and be enforceable under this Agreementapplicable law, to injunctive relief to enforce and the provisions of restriction, in its reduced form, shall be enforceable in the manner contemplated hereby. As used in this Section 3.107, "Company" shall include the Company and its direct and indirect subsidiaries.

Non-Competition. A(a) During Each of AMO and Allergan recognize that it possesses significant Confidential Information regarding the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, other party's research and development, constructionbusiness, operation customers and existing business practices, and that if AMO or management of any restaurant engaged in Allergan were to compete with the sale of bagels other, it would inevitably and unfairly exploit, rely on, or bagel related products located in misappropriate the Territory. B) During the period in which the Project Entity is a licensee of WCCIother party's Confidential Information. Accordingly, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions except as otherwise set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions Ancillary Agreements, AMO and Allergan agree that for a period of this Section 3.10three years from the Distribution Date: (i) no member of the Allergan Group or any Affiliate thereof shall: (A) engage in research and development regarding, nor shall it manufacture, market, sell, distribute, promote or detail, any Optical Medical Device (other than a Delivery Device) or any product or product candidate in any of the other party same lines of business as those comprising the AMO Business; provided, however, that Allergan shall be entitledpermitted to research, develop, manufacture, market, sell, distribute, promote or detail any product so long as such product is not in addition the AMO Business as of the Distribution Date and is indicated for a use similar to such a product in the Allergan Business as of the Distribution Date, or (B) except pursuant to a change of control described in Section 10.02(b), acquire a joint venture or equity interest in any entity that engages in research and development regarding, or manufactures, markets, sells, distributes, promotes or details, any Optical Medical Device (other remedies than a Delivery Device) or any product or product candidate in any of the same lines of business as those comprising the AMO Business; and (ii) no member of the AMO Group or any Affiliate thereof shall: (A) engage in research and damages development regarding, nor shall it manufacture, market, sell, distribute, promote or detail, any Pharmaceutical or biological or any product or product candidate in any of the same lines of business as those comprising the Allergan Business, including without limitation, any Delivery Devices; provided, however, that AMO may be available continue to either engage in research and development regarding, and manufacture, market, sell, distribute, promote and detail, any product or both product candidate (other than a Refresh Product or any other product containing (1) carboxymethylcellulose or (2) castor oil, Pemulin(R)and polysorbate 80) which is a contact lens lubricant or rewetting drop, even though the product is indicated for irritation, discomfort, dryness, blurring, itchiness and other similar symptoms associated with contacts lens wear, so long as the product is labeled solely for use with contact lenses and so long as the product is only detailed, marketed, sold, promoted and distributed for use with contact lenses, or (B) except pursuant to a change of them at law control described in Section 10.02(b), acquire a joint venture or under this Agreementequity interest in any entity that engages in research and development regarding, to injunctive relief to enforce or manufactures, markets, sells, distributes, promotes or details, any Pharmaceutical or biological or any product or product candidate in any of the provisions same lines of this Section 3.10business as those comprising the Allergan Business.

Non-Competition. A(a) During The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the period Company, he will not during the Employment Period: participate in, be employed in which the Project Entity is a licensee of WCCIany capacity by, without the prior written consent of NYBEserve as director, WCCI shall not consultant, agent or representative for, or have an interest, directly or indirectly ownin, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant enterprise which is engaged in the sale business of bagels developing, licensing, or bagel related selling technology, products located in or services which are directly competitive with the Territory. B) During Business of the period in which Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the Project Entity is a licensee of WCCIbona fide intent to market same, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well MapCompany or any of its Subsidiaries at the time in question; provided, published by the A.Chowever, ▇▇▇▇▇▇▇ Company, that interests in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any publicly-traded entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning that constitute less than a five percent (5%) interest in a legal entity that ownssuch entities, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Executive agrees that, for a period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons either directly or indirectly controlled by NYBE. G) The restrictions set forth or through or in Section 3.10(E) shall not be considered violated by reason conjunction with one or more members of NYBE owning less his or his spouse’s family or through any trust or other contractual arrangement, a greater than a five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that he will not, directly or indirectly, as a legal entity sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that ownswould be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, developswith the bona fide intent to market same, constructs, operates by the Company or manages any quick service fresh-Tex- Mexican restaurants;of its Subsidiaries. H(e) Each party The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view Company upon any breach of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges 18 by the Executive, and the Executive therefore agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitledCompany, in addition to such recovering on any claim for damages or obtaining any other remedies and damages as remedy available at law, also may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions terms of this Section 3.1018 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. Aa. During my employment with the Company beginning with the effective date of this Agreement and for a period of one (1) During year after said employment is ended for any reason, including but not limited to the period in which termination of my employment due to inadequate performance and regardless of whether such termination is initiated by the Project Entity is a licensee of WCCICompany or by me, without the prior written consent of NYBE, WCCI I shall not within a seventy-five (75) mile radius of the Company’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly ownindirectly, operate, develop, construct, manage or participate compete with the Company in any business conducted by the ownership, development, construction, operation or management of any restaurant engaged in Company at the sale of bagels or bagel related products located in the Territorytime that employment ends. B) During b. I shall be deemed to be competing with the period Company if, among other things, I engage in which the Project Entity is a licensee of WCCIor become interested in, without the prior written consent of NYBE, WCCI shall not directly or indirectly ownindirectly, operateas a sole proprietor, developpartner, constructshareholder, manage stockholder, member, lender, employee, consultant or participate advisor (for fee, profit, or otherwise), director, officer, clerk, principal, agent or trustee, or in the ownershipany other individual or representative capacity whatsoever, developmentin any firm, construction, operation corporation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified other enterprise engaging in any business conducted by the then current ▇▇▇▇▇▇▇ Well Map, published by Company at the A.C, ▇▇▇▇▇▇▇ time of my termination of employment with the Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) c. I understand and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions agree that I shall not be considered violated to have breached this Agreement by reason of WCCI owning and/or constructing ownership of securities of any restaurant engaged corporation, which securities are traded on any recognized United States stock exchange or in the sale over-the-counter market, if the aggregate amount of bagels or bagel related productsthe securities of any such corporation which I might own does not exceed, located outside in the Territory; ii) Such restrictions shall not be considered violated by reason case of WCCI owning less than a any equity securities, five percent (5%) interest in a legal entity that ownsof the total equity represented by all equity securities of such corporation at the time outstanding, develops, constructs, operates or manages any restaurant engaged in the sale case of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCIany debt securities, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest of the unpaid principal amount of any such debt securities at the time outstanding. d. As examples of the foregoing, and not in a legal entity limitation thereof, during the period of non-competition and within the geographic territory described in paragraph 7a above, I shall not directly or indirectly solicit or contact in any way, on behalf of myself, or on behalf of or in conjunction with others, any client, customer or prospective client or customer of the Company, for the purpose of developing competing solutions or selling or servicing products sold or provided by the Company, or related technical learning or training services. e. I further agree that ownsduring such one (1) year period, developsI will not intentionally or maliciously prejudice any of the prospects, constructsexisting accounts, operates customers or manages good will presently or previously served or enjoyed by the Company. I also agree that I will not, during such one (1) year period, disparage or criticize the Company, or its directors or officers, in any quick service freshcommunication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees. f. While employed by the Company and for one (1) year thereafter, I shall not, for myself or any other employer, person, firm or corporation, either directly or indirectly, or in any manner whatsoever, alienate, solicit or employ, or attempt to alienate, solicit or employ, any of the Company's present employees, former employees subject to the foregoing or similar non-Tex- Mexican restaurants;competition provision, customers or persons doing business with the Company. H) Each party hereby agrees g. If any court shall determine that the duration, scope or geographical restrictions contained herein are unenforceable, it is the intention of the parties that the non-competition provision set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication. h. I acknowledge that the restrictions set forth in this Section 3,10 are founded on valuable consideration and contained herein are reasonable in duration and geographic area in view necessary for the protection of the circumstances under which this Agreement is executed Company's legitimate business interests and that such any violations of these restrictions are necessary would cause immediate, substantial and irreparable injury to protect the legitimate interests of the partiesCompany and/or its customers. In the event of any violation of these non-competition provisions, I agree that any provision of this Section 3.10 is determined remedies at law will be insufficient to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence remedy such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 violations and that therefore the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party Company shall be entitled, in addition to such remedies at law, to preliminary and permanent injunctive relief, attorneys' fees, costs, and expenses and any other remedies and damages as may be available to either or both of them at law and in equity. If the Employee breaches the terms of the Non-Competition or under the Confidential Information provisions of this Agreement, the Company shall have no further obligation to injunctive relief to enforce provide the provisions Employee with the severance payment described in Paragraph 10 of this Section 3.10Agreement. i. I acknowledge and agree that the covenants set forth above are essential and material parts of this Agreement and that their terms fairly and reasonably balance my right to earn a living and the Company's need and right to protect its good will, competitive advantage, and confidential information.

Non-Competition. Aa. During my employment with the Company beginning with the effective date of this Agreement and for a period of one (1) During year after said employment is ended for any reason, including but not limited to the period in which termination of my employment due to inadequate performance and regardless of whether such termination is initiated by the Project Entity is a licensee of WCCICompany or by me, without the prior written consent of NYBE, WCCI I shall not within a seventy-five (75) mile radius of the Company’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly ownindirectly, operate, develop, construct, manage or participate compete with the Company in any business conducted by the ownership, development, construction, operation or management of any restaurant engaged in Company at the sale of bagels or bagel related products located in the Territorytime that employment ends. B) During b. I shall be deemed to be competing with the period Company if, among other things, I engage in which the Project Entity is a licensee of WCCIor become interested in, without the prior written consent of NYBE, WCCI shall not directly or indirectly ownindirectly, operateas a sole proprietor, developpartner, constructshareholder, manage stockholder, member, lender, employee, consultant or participate advisor (for fee, profit, or otherwise), director, officer, clerk, principal, agent or trustee, or in the ownershipany other individual or representative capacity whatsoever, developmentin any firm, construction, operation corporation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified other enterprise engaging in any business conducted by the then current ▇▇▇▇▇▇▇ Well Map, published by Company at the A.C, ▇▇▇▇▇▇▇ time of my termination of employment with the Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) c. I understand and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions agree that I shall not be considered violated to have breached this Agreement by reason of WCCI owning and/or constructing ownership of securities of any restaurant engaged corporation, which securities are traded on any recognized United States stock exchange or in the sale over-the-counter market, if the aggregate amount of bagels or bagel related productsthe securities of any such corporation which I might own does not exceed, located outside in the Territory; ii) Such restrictions shall not be considered violated by reason case of WCCI owning less than a any equity securities, five percent (5%) interest in a legal entity that ownsof the total equity represented by all equity securities of such corporation at the time outstanding, develops, constructs, operates or manages any restaurant engaged in the sale case of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCIany debt securities, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest of the unpaid principal amount of any such debt securities at the time outstanding. d. As examples of the foregoing, and not in a legal entity limitation thereof, during the period of non-competition and within the geographic territory described in paragraph 7a above, I shall not directly or indirectly solicit or contact in any way, on behalf of myself, or on behalf of or in conjunction with others, any client, customer or prospective client or customer of the Company, for the purpose of developing competing solutions or selling or servicing products sold or provided by the Company, or related technical learning or training services. e. I further agree that ownsduring such one (1) year period, developsI will not intentionally or maliciously prejudice any of the prospects, constructsexisting accounts, operates customers or manages good will presently or previously served or enjoyed by the Company. I also agree that I will not, during such one (1) year period, disparage or criticize the Company, or its directors or officers, in any quick service freshcommunication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees. f. While employed by the Company and for one (1) year thereafter, I shall not, for myself or any other employer, person, firm or corporation, either directly or indirectly, or in any manner whatsoever, alienate, solicit or employ, or attempt to alienate, solicit or employ, any of the Company’s present employees, former employees subject to the foregoing or similar non-Tex- Mexican restaurants;competition provision, customers or persons doing business with the Company. H) Each party hereby agrees g. If any court shall determine that the duration, scope or geographical restrictions contained herein are unenforceable, it is the intention of the parties that the non-competition provision set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication. h. I acknowledge that the restrictions set forth in this Section 3,10 are founded on valuable consideration and contained herein are reasonable in duration and geographic area in view necessary for the protection of the circumstances under which this Agreement is executed Company’s legitimate business interests and that such any violations of these restrictions are necessary would cause immediate, substantial and irreparable injury to protect the legitimate interests of the partiesCompany and/or its customers. In the event of any violation of these non-competition provisions, I agree that any provision of this Section 3.10 is determined remedies at law will be insufficient to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence remedy such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 violations and that therefore the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party Company shall be entitled, in addition to such remedies at law, to preliminary and permanent injunctive relief, attorneys’ fees, costs, and expenses and any other remedies and damages as may be available to either or both of them at law and in equity. If the Employee breaches the terms of the Non-Competition or under the Confidential Information provisions of this Agreement, the Company shall have no further obligation to injunctive relief to enforce provide the provisions Employee with the severance payment described in Paragraph 10 of this Section 3.10Agreement. i. I acknowledge and agree that the covenants set forth above are essential and material parts of this Agreement and that their terms fairly and reasonably balance my right to earn a living and the Company’s need and right to protect its good will, competitive advantage, and confidential information.

Non-Competition. A) During The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the period in which Corporation pursuant to this Agreement. Executive further represents and warrants that his employment and use of any material he brings will not violate the Project Entity is a licensee rights of WCCIany third party, including without limitation, pursuant to any competition or non-solicitation agreement. The Executive hereby agrees that he shall not (without the prior written consent of NYBE, WCCI the Board which shall not be unreasonably withheld taking into account (i) the Executive’s career in the pulp and paper industry and (ii) his non-disclosure obligations under Section 6.1) during the Restricted Period and within the Prohibited Area whether on his own account or in conjunction with or on behalf of any other person, and whether as an employee, director, officer, shareholder, partner, principal, agent, or in any other capacity whatsoever other than as a consultant, in competition with the Corporation or any of its Affiliates, directly or indirectly ownindirectly, operate, developmanage, constructcontrol, manage participate in, carry on, be employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or participate financially assist, or permit his name to be used in connection with the ownershipactivities from time to time of the Corporation (the “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing and packaging papers, market pulp and wood products, as well as research into, development, constructionproduction, operation manufacture, sale, supply, import, export or marketing of any product which is the same or similar to or competitive with any product researched, developed, produced, manufactured, sold, supplied, imported, exported or marketed by the Corporation or by any of its Affiliates in the context of the above described activities during the term of this Agreement. Notwithstanding the foregoing restrictions, the Executive may acquire securities (i) of a class or series that is traded on any stock exchange or over the counter if such securities represent not more than two percent (2%) of the issued and outstanding securities of such class or series, (ii) of a mutual fund or other investment entity that invests in a portfolio the selection and management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area control of the investor, or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C(iii) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest held in a legal entity that owns, develops, constructs, operates fully managed account where the Executive does not direct or manages influence in any restaurant engaged in manner the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach selection of any investment in such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10securities.

Non-Competition. A) 6.1 During the period beginning on the date hereof and ending on the earlier of (i) six (6) months from the date of a Qualifying Termination, or (ii) the final installment of the Severance Payment as provided in the Agreement (the “Restricted Period”), the Executive shall not, directly or indirectly, undertake or perform services in or for, or render services to, participate in, or have any financial interest in, or engage in, any business competitive to that of the business of the Company or its subsidiaries or affiliates (collectively, the “Affiliated Companies”) or solicit for employment or employ any employee of the Company or the Affiliated Companies. For purposes hereof, a business shall be deemed competitive if it is conducted in any geographic or market area in which the Project Entity is a licensee Company or any of WCCIthe Affiliated Companies are engaged in business during the Restricted Period and involves the development, without design, manufacture, marketing, packaging, sale or distribution of any products developed, designed, manufactured sold or distributed, or the prior written consent offering of NYBEany services offered, WCCI by the Company or any of the Affiliated Companies; and the Executive shall not be deemed directly or indirectly ownto engage in such business if he, operateor any member of his immediate family (i.e., develophis spouse and children and their respective spouses and children) participates in such business, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant entity engaged in or which owns, such business, as an officer, director, employee, consultant, independent contractor, inventor, product developer, partner, individual proprietor, manager or as an investor who has made any loans, contributed to capital stock or purchased any stock; provided, however, that the sale of bagels or bagel related products located in Executive will not at any time utilize the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current names “Drew,” “Kinro,” “Better Bath,” “L▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇,” “L▇▇▇▇▇▇ CompanyComponents,” “Z▇▇▇▇▇,” “Venture Welding,” or “LTM,” or any other names used by the Company or the Affiliated Companies, in any business competitive to that of the business of the Company or any of the Affiliated Companies, or any patent, trademark, tradename, service m▇▇▇, logo, copyright or similar intellectual property, whether or not registered, of any of the Company or the Affiliated Companies, or any proprietary information of any of the Company or the Affiliated Companies. The foregoing, however, shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the Project Entity investment is operating an Atomic Burrito restaurant. Cmade is listed on a national securities exchange or is of a company registered under Section 12(g) The restrictions on WCCI set forth in Section 3,10(A) of the Securities Exchange Act of 1934, and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning such investment represents less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in per cent of the sale outstanding securities of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territorysuch class. F) 6.2 The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby Executive agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration all products, packaging, inventions, designs, patents, patent applications, creations, ideas, techniques, methods, copyrightable materials, software, whether or not registered, or any portions thereof, and are reasonable in duration any improvements or modifications thereon, and geographic area in view any applications with respect to each of the circumstances under foregoing, and any know-how or procedures related thereto (whether or not patentable), which this Agreement is executed relate to the business and that such restrictions are necessary to protect the legitimate interests products of the parties. In Company or the event that any provision of this Section 3.10 is determined to be invalid Affiliated Companies, conceived, invented, discovered or executed by any arbitrator the Executive, whether or court of competent jurisdiction, not marketed or utilized by the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate Company or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10Affiliated Companies, the other party shall be entitled, in addition to such other remedies the sole and damages as may be available to either or both exclusive property of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10Company.

Non-Competition. AAs the Award is intended to encourage the Participant to continue employment with the Corporation or an Affiliate, during which time the Participant will have access to Confidential Information (as defined below), including Confidential Information first developed after the Grant Date, during the term of the Participant’s employment with the Corporation or any Affiliate and for a period of two (2) During years following the period in which termination of employment, regardless of the Project Entity is a licensee reason for or the manner of WCCItermination, the Participant shall not, without the prior written consent of NYBEthe General Counsel of the Corporation or his/her designee, WCCI shall not in any country or countries for which the Participant had development, marketing, innovation/technology (R&D), distribution, sales, administrative, operational/supply chain or manufacturing oversight responsibilities during the last two (2) years of the Participant’s employment or was provided with regular and material access to Confidential Information regarding the Corporation’s or an Affiliate's business operations in that country or countries during the last two (2) years of the Participant’s employment, either directly or indirectly ownindirectly, operateperform duties or undertake responsibilities for a Competitor that are the same or substantially similar to those duties or responsibilities that the Participant performed or undertook for the Corporation or an Affiliate during the two (2) year period prior to the end of the Participant’s employment with the Corporation or an Affiliate. “Confidential Information,” for purposes of this Section 19, develop, construct, manage or participate shall mean information in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCIwhatever form (including, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Companylimitation, in which the Project Entity is operating an Atomic Burrito restaurant. Cwritten, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject relating to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related business, suppliers, customers, products, located outside affairs and finances of the Territory; iiCorporation or any Affiliate for the time being confidential to the Corporation or any Affiliate, and trade secrets including, without limitation, technical data and know-how relating to the business of the Corporation or any Affiliate, or any of their suppliers, customers, agents, distributors, shareholders or management, including (but not limited to) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity business plans, pricing strategies, financial information, patent applications, information concerning tenders and potential contracts, information concerning proposed product ranges, product development information, employee and salary information, research and development activities or manufacturing methods that ownsthe Participant creates, develops, constructsreceives, operates obtains or manages has knowledge of in connection with the Participant’s employment, and all other matters which relate to the business of the Corporation or any restaurant engaged Affiliate and in respect of which information is not readily available in the sale ordinary course of bagels such business to the Corporation's Competitors, whether or bagel not such information (if in anything other than oral form) is marked confidential. “Competitor,” for purposes of this Section 19, means a person or entity who engages in a business that is the same or substantially the same as any aspect of the Business of the Corporation. “Business of the Corporation,” for purposes of this Section 19, is the development, production, sales and/or marketing of (i) health and hygiene products and related apparel; (ii) washroom and workplace protective and safety products; E; and (iii) During the period in which the Project Entity is a licensee materials, packaging and other components/subcomponents of WCCIsuch products including, without limitation, non-wood plants and products derived therefrom including any fibers, pulps or extracts. Notwithstanding the prior written consent foregoing, if the Participant’s residence or principal place of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate employment on the Grant Date is in the ownership, development, construction, operation State of California or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that other jurisdiction where any provision of this Section 3.10 19(b) prohibiting post-employment competition is determined to be invalid prohibited or otherwise restricted by any arbitrator or court of competent jurisdictionapplicable law, then the provisions of this Section 3.10 shall be deemed 19(b) will not apply to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify extent any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedis prohibited by applicable law. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During the period in which the Project Entity is a licensee of WCCIa. I agree that I will not, without the prior written consent of NYBEthe Company, WCCI which consent may be withheld at the Company’s sole discretion, during the period of my employment and for a period of twenty-four (24) months from the date I cease to be an employee of the Company for any reason, do the following, directly or indirectly, act as director, officer, manager, employee, agent, consultant, assistant, advisor, owner, partner, shareholder or otherwise of, in or to, as the case may be, any person or entity that (A) sells, distributes or markets any “Competitive Products or Services” (as defined in Section 3(b)) as of my date of termination or (B) planned on or before my date of termination, to sell, distribute or market, after my date of termination, any “Competitive Products or Services” (such person or entity, a “Competitor”); provided, however, that the foregoing prohibition shall not directly prevent me from at any time owning less than two percent (2%) of the voting stock of any company(ies) whose stock is traded on a national securities exchange or indirectly own, operate, develop, construct, manage or participate in the ownershipover-the counter market; and provided further, developmenthowever, constructionthat after my employment with the Company terminates, operation nothing in this Section 3(a) shall prohibit me from being employed in a senior management role by the parent company of a conglomerate (or management a portion of any restaurant engaged in a conglomerate) that is a Competitor so long as the sale total gross revenues during the 12-month period of bagels such conglomerate (or bagel related products located in portion thereof) last ending prior to my commencement of employment that are derived from the Territorybusiness of such Competitor that directly competes with the Company and was under my supervision (i) do not exceed $50 million and (ii) do not constitute more than 10% of the total gross revenues of such conglomerate (or portion of the conglomerate, as the case may be) during such period, regardless of the amount of such revenues. B) During b. For purposes hereof, “Competitive Products or Services” is defined as products or services that compete with products or services that are offered or planned to be offered by the period Company or its affiliates. c. This covenant not to compete is limited as written and shall not prohibit me from engaging in any activity or accepting employment with any person or entity that does not sell, distribute or market any Competitive Products or Services, and/or that is planning to sell, distribute or market any Competitive Products or Services. I recognize and agree that the Company and its affiliates are Internet-based enterprises that do business within the United States and throughout the world, and that the geographic scope of this covenant is appropriate, necessary and reasonable to protect the Company and its affiliates with respect to those business activities in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly Company and its affiliates actually engage or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply are planning to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity engage. I acknowledge that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect will not prevent me from earning a living after my employment with the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedCompany. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates. (b) During the period Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its affiliates or in which any way injuring the Project Entity interests of the Company or any of its affiliates and the Company and its affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 9, nothing herein shall preclude the Company and its affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 8(b), the term “Competitor” means any enterprise or business that is engaged , at any time during the Restricted Period, or has plans to engage, at any time during the Restricted Period, in any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or planned or proposed to be conducted at any time during the Restricted Period, by the Company and its affiliates in a licensee manner that is or would be material in relation to the businesses of WCCIthe Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services). During the Restricted Period, Executive, without prior express written approval by the prior written consent of NYBEBoard, WCCI shall not (A) engage in, or directly or indirectly own(whether for compensation or otherwise) manage, operate, developor control, construct, manage or join or participate in the ownership, development, constructionmanagement, operation or management control of any restaurant engaged a Competitor, (whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the sale development, expansion or promotion of, any division of bagels an enterprise or bagel related products located the business intended to become a Competitor at any time during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the Territoryforegoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on the Company’s behalf during the Executive’s employment, the United States, the United Kingdom and any other country in the world in which the Company operated or operates during the Restricted Period(subject to the definition of “Competitor”). B(c) During the period in which the Project Entity is a licensee of WCCIRestricted Period, Executive, without the express prior written consent of NYBEapproval from the Board, WCCI shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly ownengage, operateemploy or compensate, developor cause or permit any person with which Executive may be affiliated, constructto engage, manage employ or participate in compensate, any employee of the Company or any of its affiliates. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, developmentwhether through stock holding or otherwise, constructionof an interest in a business, operation firm or management entity; provided, that ownership of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, less than 5% of any class of equity interest in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions a publicly held company shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than deemed a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the TerritoryProprietary Interest. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) During For a period of two (2) years after the period in which Closing Date (the Project Entity is a licensee of WCCI“Non-Compete Period”), Parent and Sellers shall not, and shall cause their Affiliates (Parent and Sellers, together with such Affiliates, the “Seller Entities”) not to, without the prior written consent of NYBEBuyer, WCCI engage in the Restricted Business in a manner that competes directly with the business of the Acquired Companies and the Acquired Company Subsidiaries as conducted on the Closing Date. (b) Notwithstanding the provisions of Section 4.10(a), nothing in this Agreement shall preclude, prohibit, restrict or otherwise limit any of the Seller Entities from: (i) owning, operating or engaging in any manner in (x) any business activities that do not constitute part of the Restricted Business or (y) any Financial Services Business; (ii) owning, operating or engaging in any manner in any De Minimis Business; (iii) offering, selling, marketing, distributing or providing, directly or through any distribution system or similar channel, any life insurance or annuity products identified in the definition of “Restricted Business” that (x) are not issued by any of the Seller Entities or (y) are issued by any Seller Entity that is permitted to engage in the Restricted Business pursuant to this Section 4.10; (iv) insuring (whether by self-insurance, reinsurance, captive arrangements or otherwise) the insurance risks of, and issuing bonds related to, the business and operations of Sellers or any of their Affiliates or their respective employees; (v) applying for and holding any insurance license, permit or other authorization; (vi) acquiring, merging or otherwise combining with, or being acquired by any Person (whether in one transaction or a series of related transactions), notwithstanding that such Person or any of its Affiliates, directly or indirectly, is engaged in the Restricted Business (any such transaction or series of related transactions, a “Combination Transaction” and the Person with which such Combination Transaction is effected, the “Combining Person”); provided, however, that during the Non-Compete Period, the Seller Entities shall not enter into a Combination Transaction with a Combining Person in which the assets under management relating to the Combining Person’s Restricted Business (excluding separate accounts and segregated accounts) as of the closing date of the Combination Transaction exceed 40% of the Combining Person’s total consolidated assets (excluding separate accounts and segregated accounts) as of such date as determined in accordance with GAAP; and provided, further, that during the Non-Compete Period, nothing in this Agreement shall prohibit, restrict or otherwise limit the Combining Person (or if the Combining Person is not the survivor of such Combination Transaction, the surviving Person of such Combination Transaction) or the Affiliates of such Person from continuing to own, operate or engage in such Restricted Business; (vii) acquiring, directly or indirectly, any voting stock, capital stock or other equity interests (including convertible securities) of any Person in connection with any hedging or similar products; or (viii) acquiring capital stock or other equity interests of any Person engaged directly or indirectly own, operate, develop, construct, manage or participate in the ownershipRestricted Business, developmentprovided, construction, operation or management of any restaurant engaged in that such acquisition is and remains during the sale of bagels or bagel related products located in the TerritoryNon-Compete Period an acquisition solely for investment purposes. B(c) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision For purposes of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction4.10, the provisions of this Section 3.10 terms below shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.following respective meanings:

Non-Competition. A) During By and in consideration of the Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Company’s agreement to provide the Executive access to the Confidential Information of the Company and its affiliates, the Executive agrees that, in the event that the Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, the Executive shall not, for a one-year period in which following the Project Entity is a licensee termination of WCCIthe Executive’s employment (the “Restriction Period”), without the prior written consent of NYBE, WCCI shall not directly or indirectly indirectly, own, manage, operate, developjoin, constructcontrol, manage be employed by, or participate in the ownership, development, constructionmanagement, operation or management control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Competitive Enterprise (as defined below); provided, that in no event shall ownership of two percent (2%) or less of the outstanding securities of any restaurant class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Competitive Enterprise” shall mean any Person that offers or provides products or services, or engaged in any business, of the sale of bagels type offered by Company or bagel related products located in the Territory. B) During the period in its affiliates or which the Project Entity is a licensee of WCCI, without Company or its affiliates has documented plans to offer during the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in Restriction Period. Notwithstanding anything to the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI contrary set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related productsabove, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration shall not apply to Executive’s partial ownership of, and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdictionadvisory services to, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendmentNational Benefit Programs, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedLLC. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) During Other than as the period in which Purchaser has already disclosed to the Project Entity is a licensee of WCCI, without Company concerning the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate Purchaser's current activities and operations and as expanded in the ownershipfuture in businesses competitive with the Company's, development, construction, operation or management all of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render expressly excluded from the terms of this Section 3.10 enforceable 4.2, the Purchaser will not, directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, or otherwise become in all respects as so modified. I) Each party acknowledges and agrees any way or manner connected with the ownership, management, operation, or control of, any person that irreparable injury may result to engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services competitive with the other party and/or a Project Entity if Company's, or any of its Subsidiaries', product line or services, anywhere in the other party breaches any covenant contained in this Section 3.10 and world; provided, however, that the remedy above shall not be deemed to prohibit the Purchaser from owning or acquiring securities issued by any corporation whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that the Purchaser at law for the breach no time owns, directly or indirectly, beneficially or otherwise, two (2%) percent or more of any class of any such covenant corporation's outstanding capital stock. (b) Except as specifically provided in this subsection (b), notwithstanding anything contained in subsection (a) above, the Purchaser will not knowingly provide or solicit to provide to any person any goods or services which are competitive with those provided by the Company or any of its Subsidiaries, or which would be inadequate. Thereforecompetitive with the goods or services that the Company or any of its Subsidiaries has planned to provide to any customer of the Company or any of its Subsidiaries. (c) The Purchaser agrees that it shall not divulge to others, if nor shall he use to the detriment of the Company or any party shall engage of its Subsidiaries, or in any act business or process of manufacture competitive with or similar to any technology, business or process of manufacture engaged in violation by the Company or any of its Subsidiaries, any confidential or trade secret information relating to technology, sales, salesmen, sales volume or strategy, customers, formulas, processes, methods, machines, manufactures, compositions, ideas, improvements or inventions belonging to or relating to the business of the Company or its Subsidiaries. (d) The Purchaser will neither solicit, hire or seek to solicit or hire any of the provisions Company's or any of this Section 3.10, its Subsidiaries' personnel in any capacity whatsoever nor shall the other party shall be entitled, in addition Purchaser induce or attempt to such other remedies and damages as may be available induce any of the Company's or any of its Subsidiaries' personnel to either leave the employ of the Company to work for the Purchaser or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10otherwise.

Non-Competition. A) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C(a) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party Executive acknowledges and agrees that irreparable injury may result this Agreement confers additional rights and privileges to the other party and/or Executive, and for that consideration the Executive agrees with and for the benefit of the Company that for a Project Entity period of twelve (12) months from the date of termination of the Executive’s employment, he will not for any reasons, directly or indirectly, either as an individual or as a partner or joint venturer or as an employee, principal, consultant, agent, shareholder, officer, director, or salesperson for any person, company, association, organization, syndicate, company or corporation, or in any manner carry on, be engaged in, or concerned with, interested in, advice, lend money to, guarantee the debts or obligations of, permit his name or any part of it to be used or employed by any persons, business, firm, association, syndicate, organization or company concerned with or engaged or interested in the gas storage, transportation and marketing business (the “Business of the Company”) which competes directly with the Company, within the province of Alberta; PROVIDED THAT the Executive shall be entitled, for investment purposes, to purchase and trade shares of any public company which is listed and posted for trading on a recognized stock exchange the business of which may be in competition with the Business of the Company, PROVIDED FURTHER THAT the Executive shall not own, directly or indirectly, more than 5% of the issued share capital of such public company, or participate in its management of operations or in any advisory capacity. This subsection 1.11(a) shall not apply if the termination of the Executive is: (a) for cause or (b) follows a change of control resulting from a sale, amalgamation, merger or other party breaches consolidation of the Company with another corporation that is not approved (as demonstrated by a resolution of the Board of Directors or recommended by the Board of Directors). (b) The Executive further agrees that, during his employment pursuant to this Agreement and for a period of six months following termination of employment, he will not solicit the employment of any covenant contained employee of the Company. (c) The Executive hereby agrees that all restrictions in this Section 3.10 Article 1.11 are reasonable and that valid and all defences to the remedy at law for enforcement thereof by the breach Company are hereby waived by the Executive. The provisions of this Article 1.11 will not in any such covenant will be inadequate. Therefore, if any party shall way derogate or limit the exercise of the Executive’s right to engage in any act subsequent employment and to use information properly in violation the public domain and his own knowledge, skill and experience commonly held with others in similar positions of any business and are only intended to safeguard against the Executive’s participation in direct competitive endeavours against the Company. (d) The parties acknowledge and confirm that: (i) they have each been independently advised by counsel in respect of the provisions of this Section 3.10Agreement, or having had the opportunity to seek independent advice, have voluntarily and without coercion determined not to seek such advice; (ii) they have negotiated the provisions hereof on an equal footing based on equal bargaining power at the time of entering into this Agreement; and (iii) neither party was required or coerced to enter into this Agreement. (e) The Executive acknowledges and agrees that without prejudice to any and all other rights of the Company, in the event of his or her violation or attempted violation of the agreement contained in this clause, an injunction or any other like remedy shall be necessary and essential to protect the Company’s rights, property, and clients, and that an interim injunction may be granted immediately on the commencement of any suit. Should such action be necessary, the other party shall be entitled, Executive also agrees to pay the Company’s legal costs on a solicitor and its own client basis for all legal costs incurred in addition to such other remedies and damages as may be available to either or both prosecuting a law suit against the Executive for breach of them at law or under the agreement contained in this Agreement, to injunctive relief to enforce the provisions of this Section 3.10clause.

Non-Competition. A) During the period Except as otherwise provided in which the Project Entity is a licensee of WCCIthis Agreement, without the prior written consent of NYBEthe Company, WCCI the Employee hereby covenants and agrees that at no time during the Employee’s employment with Company and for a period of one (1) year immediately following termination of Employee’s employment with the Company, whether voluntary or involuntary, shall not the Employee: (a) directly or indirectly own, operate, develop, construct, manage work for or participate engage in any capacity in any activities or provide strategic advice to Competitor Businesses. Competitor Businesses shall be defined as any business that competes with the Company in the ownershipapparel, developmentfootwear, constructionsports equipment, operation and/or accessories business (for example, and not by way of limitation, companies such as Reebok, Nike, Adidas or management Puma or other athletic brands or athletic retailers) or competes with any other line of business that the Company is involved in during Employee’s employment with the Company. (b) act in any restaurant engaged way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client or any supplier of the Company; or (c) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of bagels any products competitive with the products, or bagel related products located in services competitive with the Territoryservices, developed or marketed by Company. B(d) During Written request for consent to be released from the period in which the Project Entity is a licensee Non-Competition provisions of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified this Agreement may be submitted by the then current ▇▇▇▇▇▇▇ Well Map, published by Employee to the A.C, ▇▇▇▇▇▇▇ Company, in which Company following the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth termination of Employee’s employment and must include all available information described in Section 3,10(A5 below. The Company will respond to the request for such consent within two (2) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth weeks of the request, except as provided in Section 3.10(A5. In the Company’s sole discretion, it may release Employee from the Non-Competition provisions of this Agreement, or reduce the non-competition period from a period of one (1) are subject year immediately following Employee’s termination to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent shorter duration (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh“Non-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesCompetition Period”). In the event the Company does not release the Employee from the Non-Competition provision, for the duration of the Non-Competition Period, the Company will pay Employee an amount equal to sixty percent (60%) of Employee’s base salary as of the date of the termination of Employee’s employment (“Non-Competition Payment”), in accordance with the Company’s customary pay practices in effect at the time each payment is made. The Non-Competition Payment shall be reduced by (a) the amount of any severance Employee receives from the Company; and (b) the amount of any salary received during the Non-Competition Period from employment in any capacity with an entity that is not a Competitor Business to the extent that any provision such salary exceeds forty percent (40%) of this Section 3.10 Employee’s base salary as of the date of Employee’s termination from employment with the Company (annualized or pro-rated to correspond to the Non-Competition Period). By way of example, assuming that the Non-Competition Period is determined to be invalid by any arbitrator or court six (6) months and that Employee’s base salary as of competent jurisdictionthe termination date is $100,000, the provisions of this Section 3.10 shall Non-Competition Payment would not be deemed reduced pursuant to have been amended end subsection (b) herein so long as any salary received during the parties agree to execute any documents and take whatever action Non-Competition Period by Employee from an entity that is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiednot a Competitor Business remained under $20,000. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. AExecutive acknowledges that: (a) During his services, expertise, ideas and experience are considered part of the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate goodwill acquired by Acxiom in the ownership, development, construction, operation or management merger agreement entered into by and between Acxiom and DI (the “Merger Agreement”); (b) the business of any restaurant engaged Acxiom is national in scope and its respective products are marketed and sold throughout the sale of bagels or bagel related products United States; (c) Acxiom competes with other businesses that are located in throughout the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) United States; and (Bd) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents 1 are reasonable and take whatever action is necessary to evidence such amendmentprotect Acxiom’s business. In consideration of the foregoing acknowledgements by Executive, so as and in consideration of the compensation and benefits to eliminate be paid or modify any such invalid provision and provided to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges Executive by Acxiom, Executive covenants and agrees that irreparable injury may result to through the other party and/or a Project Entity if later of (x) the other party breaches any covenant contained duration of his term of employment with Acxiom, or (y) one (1) year after the Effective Time (as such term is defined in this Section 3.10 and the Merger Agreement), Executive will refrain from carrying on or engaging in the provision of e-mail marketing products or services that compete with the remedy at law e-mail marketing products or services of Acxiom, including, without limitation, becoming an employee, owner, investor (except for passive investments of not more than three percent (3%) of the breach outstanding shares of any such covenant will publicly traded corporation or one percent (1%) of a privately-held entity), officer, agent, partner, contractor, consultant, or director of, or other participant in, any firm, company, partnership, person or other entity in any geographic area within the United States which is engaged in the provision of e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom (a “Competing Company”); provided, however, that following his termination of employment with Acxiom (i) Executive shall be inadequate. Thereforepermitted to work for a Competing Company whose primary business is not providing e-mail marketing products or services that compete with the e-mail marketing products or services of Acxiom, if any party shall so long Executive does not engage in any act a business that makes such entity a Competing Company, and (ii) Executive may also receive and hold in violation of any of such situation equity in the provisions of this Section 3.10, the other party shall be entitled, Competing Company that he obtains in addition to connection with such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10employment.

Non-Competition. A(a) During For a period commencing at Closing and expiring on the period in which date that is three (3) years following the Project Entity is a licensee of WCCIClosing (the “Restriction Period”), without the prior written consent of NYBECompany agrees that it will not, WCCI shall and will cause the Restricted Persons not to, directly or indirectly own(whether as principal, operateagent, developrepresentative, constructstockholder, manage partner, member or participate otherwise) provide, perform, render or sell products or services to the U.S. Federal Government in direct competition with the ownershipBusiness as conducted as of immediately prior to Closing, developmentother than pursuant to arrangements with the Buyer or any of its Subsidiaries (including, constructionbut not limited to, operation under or management in accordance with the arrangements identified on Section 4.13(b) of the Company Letter, this Agreement, the Pre-Novation Agreement, the Canadian Assignment Agreement or the other Transaction Documents); provided, however, this Section 10.7 shall not apply in respect of: (i) the Company, directly or through any Restricted Person, providing, performing, rendering or selling or otherwise engaging in any Unrestricted Activity; (ii) the Company, directly or through any Restricted Person, investing in or holding publicly traded securities of any restaurant Person engaged in a business which provides, performs, renders or sells products or services in direct competition with the sale Business as conducted as of bagels immediately prior to Closing, to the extent such investment or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCIholding does not, without the prior written consent of NYBE, WCCI shall not directly or indirectly ownindirectly, operate, develop, construct, manage confer on the Company or participate in any Restricted Person 5% or more of the ownership, development, construction, operation or management voting power of quick service fresh-Tex Mexican restaurants, located within such Person; (iii) the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, directly or through any Restricted Person, hereafter acquiring or investing in any Person or business (“Acquired Business”) which has operations engaged in providing, performing, rendering or selling products or services in direct competition with the Project Entity is operating an Atomic Burrito restaurant. CBusiness as conducted as of immediately prior to Closing (“Acquired Competitive Operations”) The restrictions on WCCI set forth (and thereafter engaging in Section 3,10(Aproviding, performing, rendering or selling any such product or service of such Acquired Business); provided that (i) each of the Company and the other Restricted Persons shall restrict access to, and not otherwise make available, the Business Confidential Information to employees or consultants of the Acquired Competitive Operations who exercise decision making authority over pricing, costs, margins or staffing or service levels with respect to bids or requests for proposals for products or services in direct competition with the Business as conducted as of immediately prior to the Closing and (ii) within eighteen (18) months following the closing of the acquisition of such Acquired Competitive Operations either (A) consolidated revenues attributable to the Acquired Competitive Operations for the trailing twelve (12) months account for less than the greater of (x) 15% percent compared with the Acquired Business’ consolidated annual revenues for its most recent fiscal year ended prior to the date of such closing and (y) $150,000,000 or (B) shall also apply the Company or any other Restricted Persons enters into, upon terms and conditions and at a price determined by the Company in its sole discretion, bona fide definitive documentation to divest that portion of the Acquired Competitive Operations for which consolidated revenues attributable thereto for the trailing twelve (12) months exceed the greater of (x) 15% percent compared with the Acquired Business’ consolidated annual revenues for its most recent fiscal year ended prior to the date of such closing and (y) $150,000,000, and, thereafter, use commercially reasonable effort to consummate such divestiture as promptly as practicable in accordance with its terms; or (iv) any entities Equity Securities in any Person owned through any Benefit Plan sponsored or maintained by the Company or any of the Restricted Persons directly (which, Equity Securities were, for the avoidance of doubt, not acquired to facilitate a strategic acquisition by the Company or indirectly controlled by WCCIa Restricted Person). D(b) The restrictions set forth in Section 3.10(A) are subject Notwithstanding anything contained herein to the following exceptions: i) Such restrictions contrary, this Section 10.7 and Section 10.8 shall not be considered violated applicable to the acquiring or surviving (or ultimate parent) entity resulting from a Change of Control. For avoidance of doubt, if the Company or any of the Restricted Persons sells to a Person any portion of its or such Restricted Person’s respective businesses (whether by reason means of WCCI owning and/or constructing any restaurant engaged in the sale of bagels acquisition, asset purchase, merger, consolidation, similar business combination or bagel related productsotherwise), located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 10.7 shall not prohibit such sale and that the remedy at law for the breach of shall not apply to any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions Person or such Person’s Affiliates. (c) For purposes of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.10.7:

Non-Competition. A(1) During The Seller acknowledges that reasonable limits on its ability to engage in activities competitive with the Purchaser are warranted to protect the Purchaser's initial investment in acquiring the Shares, the Assets and the Business. (2) The Seller hereby covenants and agrees that during the period commencing on the Closing Date and ending on the third anniversary of the Closing Date, it shall not, and it shall cause its Affiliates not to, for its own account or jointly with any other Person, publish (or grant any other Person a license or sublicense to publish) books or other products in which the Project Entity is a licensee of WCCIany media whatsoever (collectively, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate "Products") anywhere in the world under the imprints, series, brands, colophons or trade dress (taken as a whole) of The Lazy Way or the Complete Idiot's Guide in the pet ownership, developmenttravel, constructiondictionary, operation or management of any restaurant engaged test preparation (other than in the sale areas of bagels or bagel related products located in certification and testing for the Territory. B) During technology and computer programming industries), taxes, automotive maintenance and repair, cooking, dieting and gardening lines (collectively, the period in which "Non-Compete Lines"); provided, however, that the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions foregoing shall not be considered violated breached as a result of (i) the sale by reason the Seller or any of WCCI owning and/or constructing its Affiliates of any restaurant engaged Products which are included in its inventory on the Closing Date after giving effect to the Transfer, which inventory has been printed in accordance with past practices and (ii) the publishing by the Seller or any of its Affiliates (or the granting by the Seller or any such Affiliate of a license or sublicense to any other Person to permit the publishing) of Products, anywhere in the sale world, the content of bagels which Products relates primarily to the use of computer software or bagel related productsof the internet (and not primarily to the underlying subject matter to which such computer software or the internet is applied). (3) The Seller further covenants that it shall cause any purchaser or assignee of the Complete Idiot's Guide or The Lazy Way imprints to assume the obligation described in paragraph (b) above (it being understood that the Seller shall not have responsibility or liability for such purchaser's or assignee's compliance with such assumed obligation; provided, located outside however, that the Territory;Seller shall cause the Purchaser to be contractually designated as a direct or third party beneficiary of any such assumption). ii(4) Such restrictions The Seller hereby covenants and agrees that during the period commencing on the Closing Date and ending on the third anniversary of the Closing Date, it shall not, and shall cause its Subsidiaries not to, for its own account or jointly with any other Person, publish or produce Products in any Non-Compete Lines anywhere in the United States (a "Competing Business"); provided, however, that the foregoing shall not be considered violated breached as a result of (l) the ownership or other right to acquire by reason the Seller or any such Subsidiary of WCCI owning less not more than a five percent (an aggregate of 5%) interest % of any class of stock of any Person engaged, directly or indirectly, in a legal entity that ownsCompeting Business, develops(m) the acquisition, constructsholding or operation of any Competing Business held or operated by any acquired Person (whether acquired by means of stock, operates assets or manages otherwise) on the date of such acquisition and which at such time generated no more than 30% of the consolidated net revenues of such acquired Person during its last full fiscal year, (n) the publishing by the Seller or any restaurant engaged such Subsidiary (or the granting by the Seller or any such Subsidiary of a license or sublicense to any other Person to permit the publishing) of Products, anywhere in the sale world, the content of bagels which Products relates primarily to the use of computer software or bagel related products; Eof the internet (and not primarily to the underlying subject matter to which such computer software or the internet is applied); and (o) During the period in which publishing by the Project Entity is Seller or any such Subsidiary (or the granting by the Seller or any such Subsidiary of a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly license or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply sublicense to any entities or Persons directly or indirectly controlled by NYBE. Gother Person to permit the publishing) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies Products that are published for and damages as may be available to either distributed primarily through education or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10direct marketing sales channels.

Non-Competition. A(i) During Without prior written approval of your Employer, you agree that, during the period in which of your employment or service with any Employer and for a period of 12 months following the Project Entity is a licensee termination of WCCIsuch employment or service for any reason (the “Restricted Period”), without the prior written consent of NYBE, WCCI you shall not engage, directly or indirectly ownindirectly, operatein “Competitive Activities” (as defined below) anywhere in the “Restricted Territory” (as defined below). “Competitive Activities” means that you are or become engaged in any manner, developdirectly or indirectly, constructeither alone or with any person, manage firm or participate corporation in any business, enterprise (including research and development), operation, or activity in any respect competitive with any aspect of the “Business” (as defined below), including as an equity holder, partner, trustee, promoter, technician, engineer, analyst, agent, representative, broker, supplier, advisor, manager or officer, director, consultant or employee of any such entity, or by associating with, aiding or abetting or providing information or financial assistance to, or by having any other financial interest in, any such entity. “Business” shall mean the business of the Entergy System Companies, including the generation, transmission, brokering, marketing, distribution, sale (whether retail or wholesale) and delivery of energy or generation capacity, the ownership, development, constructionmanagement or operation of power plants and power generation facilities (including, operation without limitation, nuclear power plants), the provision of operations and management services (including decommissioning services) with respect to power plants, and any business that researches, develops, manufactures, offers, sells, distributes, makes commercially available, or management provides any product or service that competes with any products, services or offerings of any restaurant engaged Entergy System Company or any product, service or offering that any Entergy System Company was actively developing during your relationship with any Entergy System Company. You acknowledge that, as a result of your high level position in the sale Employer’s management, you will acquire broad and substantial knowledge of bagels the Entergy System Companies’ business in each of the foregoing areas, and you therefore agree that this restriction is reasonable in scope and necessary to protect the Entergy System Companies’ Confidential Information and legitimate, economic interests. Notwithstanding the foregoing, you may passively own 1% or bagel related products located less of the outstanding stock or other equity interests of any publicly traded entity without being in violation of this Section 3(b). “Restricted Territory” means each and every county, province, state, city, parish or other political subdivision or territory of the Territory. B) During the period United States in which any Entergy System Company is engaging in Business, or otherwise distributes, licenses or sells its products or services, including Arkansas, Connecticut, District of Columbia, Louisiana, Massachusetts, Michigan, Mississippi, Nebraska, New York, Texas, and Vermont and any other state in which any Entergy System Company engages in Business at any time during the Project Entity is a licensee Restricted Period and, with respect to the State of WCCILouisiana, without means the prior written consent of NYBEfollowing Parishes: Acadia, WCCI shall not directly or indirectly own▇▇▇▇▇, operateAscension, developAssumption, constructAvoyelles, manage or participate in the ownership▇▇▇▇▇▇▇▇▇▇, developmentBienville, constructionBossier, operation or management of quick service fresh-Tex Mexican restaurantsCaddo, located within the Designated Market Area or Areas identified by the then current Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, De ▇▇▇▇, East Baton Rouge, East ▇▇▇▇▇▇▇, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Well Map, published by the A.C▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, La Salle, Lincoln, ▇▇▇▇▇▇▇▇▇▇, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Point Coupee, Rapides, Red River, Richland, Sabine, Saint ▇▇▇▇▇▇▇, St. ▇▇▇▇▇▇▇, St. ▇▇▇▇▇▇, Saint ▇▇▇▇▇, Saint ▇▇▇▇ Companythe Baptist, in which the Project Entity is operating an Atomic Burrito restaurantSaint ▇▇▇▇▇▇, Saint ▇▇▇▇▇▇, Saint ▇▇▇▇, Saint Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, ▇▇▇▇▇▇, Washington, Webster, West Baton Rouge, West ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During The Consultant understands the period confidential nature of the information and materials that the Consultant will acquire or develop in which performing Services under this Agreement. The Consultant acknowledges that if such information or materials were revealed to competitors of the Project Entity is a licensee Company, then such disclosure could cause damage to the Company. Therefore, the Consultant acknowledges and agrees that, for the duration of WCCIthe term of this Agreement, without the prior written consent of NYBE, WCCI Consultant shall not engage in any activity that would constitute a conflict of interest with the Company, and shall not assist any other person or entity that competes or intends to compete with the Company and any other specific programs agreed to in writing by the Parties. The Consultant agrees to notify Company in writing prior to performing any services for or on behalf of a drug compendia organization which relates to a Company product. The Company reserves the right to terminate services in the event that the Company determines, in its sole discretion, that such compendia-related activities pose a potential conflict of interest with the Consultant’s Services for Company. The Consultant agrees that, until the later of the termination of this Agreement or the first anniversary of the Separation Date, the Consultant will not, directly or indirectly ownindirectly, operateas an officer, developdirector, constructmanager, manage employee, consultant, advisor, owner, partner, member, stockholder, or participate in any other capacity, (a) compete with the ownershipbusiness or planned business of the Company or any of its subsidiaries or controlled affiliates, developmentor (b) take any steps or actions to facilitate or prepare for competition with the business or planned business of the Company or any of its subsidiaries or controlled affiliates, constructionnor will the Consultant assist another person to take any action that the Consultant would be prohibited from taking under this Section 4.2. The obligations not to compete that the Consultant has undertaken under this Section 4.2 shall apply in all countries of the world. For purposes of this Section 4.2, operation the Consultant will not be deemed or management treated as being in competition with the business or planned business of the Company or any restaurant engaged of its subsidiaries or controlled affiliates or as being in violation of the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI covenant set forth in the clause (b) above in this Section 3,10(A) and (B) shall also apply 4.2 merely by virtue of the Consultant’s ownership of any equity interest in any business or person that is in competition with, or is planning to be in competition with, the business or planned business of the Company or any entities of its subsidiaries or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason affiliates, if my ownership of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a such equity interest represents five percent (5%) interest or less the total equity interests in a legal entity that owns, develops, constructs, operates such business or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) person. The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party Consultant hereby acknowledges and agrees that the foregoing restrictions set forth contained in this Section 3,10 4.2 are founded on valuable consideration reasonable, proper and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect necessitated by the legitimate business interests of the partiesCompany and will not prevent the Consultant from earning a living or pursuing the Consultant’s career. In the event that any provision of a court finds this Section 3.10 is determined 4.2, or any of its restrictions, to be invalid by any arbitrator unenforceable or court of competent jurisdictioninvalid, the provisions of Consultant and the Company agree that (i) this Section 3.10 4.2 will be automatically modified to provide the Company with the maximum protection of its business interests allowed by law and (ii) the Consultant shall be deemed to have been amended end the parties agree to execute any documents bound, and take whatever action is necessary to evidence such amendmentcourt shall enforce, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects 4.2 as so modified. I) Each party acknowledges and agrees . The parties agree that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach purposes of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce “business” shall mean development of MC4R agonists for the provisions treatment of human disease. The Consultant has seven business days following the Consultant’s execution of this Section 3.10Agreement to revoke this Agreement by delivering written notice to the General Counsel of the Company.

Non-Competition. A(a) Executive has been provided with opportunities to learn, obtain or access the Vishay or Vishay Singapore's business and confidential information, including, but not limited to, the trade secrets of Vishay and Vishay Singapore, and Executive understands that any leakage of such confidential information or violation or breach of this Agreement may result in significant damages or loss to Vishay and Vishay Singapore. Therefore, Executive understands the importance of the duty of confidentiality and non-competition. (b) During the period in which the Project Entity is a licensee of WCCINon-Competition Period, Executive shall not, without the prior written consent of NYBEan authorized officer of Vishay, WCCI shall not directly or indirectly indirectly, own, manage, operate, developjoin, constructcontrol, manage participate in, invest in or participate in the ownership, development, construction, operation otherwise be connected or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Companyassociated with, in which the Project Entity is operating any manner, including as an Atomic Burrito restaurant. C) The restrictions on WCCI set forth officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in Section 3,10(A) and this Agreement shall prevent Executive from (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest 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 (ii) 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 manner, 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 legal entity company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which 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 ownsconduct the Competing Businesses, developsprovided that (x) Executive shall not, constructsdirectly or indirectly, operates have any responsibility whatsoever for, provide any services whatsoever to, or manages otherwise be connected or associated with any restaurant engaged in Competing Business of the sale of bagels or bagel related products; Esame company, and (y) During the period in which the Project Entity is a licensee of WCCI, without Executive obtains the prior written consent of WCCIVishay, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) which consent shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedunreasonably withheld. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During You agree that , for the period in which beginning with the Project Entity is a licensee Effective Date through the last day of WCCIthe Transition Period, you will not without the prior written consent approval of NYBEEmployer, WCCI directly or indirectly, for yourself or on behalf of or in conjunction with any other person or entity of whatever nature, engage or participate within the Market Area in competition with OPC in any aspect of CO2 sequestration projects for the (i) capture of CO2 and the injection of such CO2 into geological storage, or (ii) marketing, provision and sale of CO2 capture, transportation, storage or sequestration consulting services provided in connection with the activities described in subclause (i) above (the “Business”); provided, however, that “Business” shall not include any of the foregoing primarily intended and used for Enhanced Recovery Operations. This prohibition shall prevent you, among other things, from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or otherwise being affiliated with any person or entity primarily engaged in, or planning to primarily engage in, such Business in competition, or anticipated competition, in the Market Area, with OPC. For these purposes, “Market Area” means any location within 75 miles of any location where, as of the Retirement Date, OPC conducts business or has material plans to conduct business of which you are aware. Notwithstanding the foregoing provisions, you may, directly or indirectly own, operatesolely as an investment, develop, construct, manage or participate in the ownership, development, construction, operation or management securities of any restaurant person engaged in the sale Business that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if you (A) are not a controlling person of, or a member of bagels or bagel related products located in the Territory. B) During the period in a group which the Project Entity is a licensee of WCCIcontrols, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) such person and (B) shall also apply to any entities or Persons do not, directly or indirectly controlled indirectly, own 2% or more of any class of securities of such person. For the avoidance of doubt, your continued service on a board of directors as previously approved by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions OPC shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision violation of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedParagraph 6. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During The Practice hereby recognizes, acknowledges, and avers that Professional Business Manager will incur substantial costs in providing the period equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Agreement and that in the process of providing services under this Agreement, the Practice will be privy to financial and Confidential Information, to which the Project Entity is Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Professional Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention (provided, however, the Practice may hire or otherwise engage the services of optometrists or other professionals on a licensee part-time basis when the Practice deems it appropriate). The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are necessary for the protection of WCCIProfessional Business Manager, and that Professional Business Manager would not have entered into this Agreement without the prior written consent following covenants: (a) Except as specifically agreed to by Professional Business Manager in writing, the Practice covenants and agrees that during the Term of NYBEthis Agreement and for a period of one (1) year from the date this Agreement is terminated other than if terminated by the Practice for cause, WCCI the Practice and the Shareholders shall not directly or indirectly ownindirectly, engage in any activity or own (excluding ownership of less than one percent (1%) of the equity of any publicly traded entity and excluding ownership of the common stock of Professional Business Manager), manage, operate, developcontrol, constructcontract with, manage lend funds to, lend its name to, maintain any interest whatsoever in, or participate in be employed by, any enterprise: (i) having to do with the ownershipprovision, developmentdistribution, constructionpromotion, operation or management advertising of any restaurant engaged type of management or administrative services or products (including, without limitation, the sale of optical lenses, frames or contact lens) to third parties in competition with Professional Business Manager, within a ten (10) mile radius of any EyeMasters Practice Location; and/or (ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Professional Business Manager to the Practice hereunder in competition with Professional Business Manager within a five (5) mile radius of any EyeMasters Practice Location; or (iii) participation in the sale of bagels or bagel related products located in the Territory. Boptical retail goods (e.g., frames, lenses and contact lenses) During the period in which the Project Entity is within a licensee three (3) mile radius of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.any

Non-Competition. A(a) During Executive agrees that, except in accordance with his duties under this Agreement on behalf of the period Company, he will not during the Employment Period: participate in, be employed in which the Project Entity is a licensee of WCCIany capacity by, without the prior written consent of NYBEserve as director, WCCI shall not consultant, agent or representative for, or have an interest, directly or indirectly ownin, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant enterprise which is engaged in the sale business of bagels developing, licensing, or bagel related selling technology, products located in or services which are directly competitive with the Territory. B) During Business of the period in which Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the Project Entity is a licensee of WCCIbona fide intent to market same, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well MapCompany or any of its Subsidiaries at the time in question, published by the A.Cprovided, ▇▇▇▇▇▇▇ Companyhowever, that interests in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any publicly-traded entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning that constitute less than a five percent (5%) interest in a legal entity that ownssuch entities, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, Executive agrees that, for a period of six months after the end of Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), Executive shall not (1) own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons either directly or indirectly controlled by NYBE. G) The restrictions set forth or through or in Section 3.10(E) shall not be considered violated by reason conjunction with one or more members of NYBE owning less his or his spouse’s family or through any trust or other contractual arrangement, a greater than a five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of Executive’s employment at the Company. (c) Executive further agrees, for twelve months following the end of Executive’s employment by the Company (unless such employment is terminated due to a legal entity breach of the terms hereof by the Company in failing to pay to Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), to refrain from directly or indirectly soliciting Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that ownswould not be directly competitive with and adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, developswith the bona fide intent to market same, constructs, operates by the Company or manages any quick service fresh-Tex- Mexican restaurants;of its Subsidiaries. H(d) Each party Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view Company upon any breach of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges 18 by Executive, and Executive therefore agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitledCompany, in addition to such recovering on any claim for damages or obtaining any other remedies and damages as remedy available at law, also may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions terms of this Section 3.1018 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. The Executive further agrees with the Company to the following provisions, all of which Executive acknowledges and agrees are necessary to protect the Company’s legitimate business interests and are further designed to enforce Executive’s covenants to the Company under this Agreement including his promise not to use or disclose Confidential Information. The Executive covenants and agrees with the Company that: (i) The Executive shall not, during his employment with the Company and for a period of eighteen (18) months thereafter, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, shareholder, officer, director, employee, consultant or in any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any way, with the Company’s Business (as defined at the start of this Agreement), other than the ownership of 5% or less of the shares of a public company where Executive is not active in the day-to-day management of such company. With respect to the post employment application of this Section 5(d)(i), the restrictions shall extend only to those specific geographic areas where the Company conducts business at that time. (ii) The Executive shall not, during his employment with the Company and for a period of eighteen (18) months thereafter, either directly or indirectly, (A) During solicit, call on or contact any Customer of the period in which Company for the Project Entity is a licensee purpose or with the effect of WCCI, without the prior written consent of NYBE, WCCI shall not directly offering any products or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management services of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified kind offered by the then current ▇▇▇▇▇▇▇ Well Map, published by Company at that time or during his employment with the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the foregoing clauses (A) through (B). (iii) During his employment with the Company, the Executive shall also apply to not own, or permit ownership by the Executive’s spouse or any entities or Persons minor children under the parental control of the Executive, directly or indirectly controlled by WCCI. D) The restrictions set forth indirectly, an amount in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason excess of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in of the outstanding shares of stock of a legal entity that ownscorporation, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that ownsof any business venture of any kind, develops, constructs, which operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees conducts a business that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdictioncompetes, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of way, with the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10Company.

Non-Competition. A) During the period commencing on the date --------------- hereof and ending two (2) years after the Termination Date (the "Applicable ---------- Period"), and provided the Company complies with all of its obligations set ------ forth in which Section 8 hereof, the Project Entity is a licensee of WCCIExecutive shall not, without the prior written - consent of NYBEthe Company, WCCI engage in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than as the holder of an interest of two percent (2%) or less in the equity of a publicly traded corporation) or other individual, corporate or representative capacity, or render any services or provide any advice or assistance to any business, person or entity, if such business, activity, person or entity competes anywhere in the United States with the Company, the Parent or any of their Subsidiaries in respect of (i) any then current product, service or business of the Company, the Parent or any of their Subsidiaries on the Termination Date or (ii) any product, service or business as to which the -- Company, the Parent or any of their Subsidiaries has begun preparing to develop or offer as of the Termination Date. Nothing herein shall be construed to prevent the Executive from being employed by any person or entity in a line of business or activity that does not compete with (i) products, services or businesses offered or conducted by the Company, the Parent or their Subsidiaries as of the Termination Date, or (ii) products, services or business which the Company, the Parent or any of their Subsidiaries has begun preparing to develop or offer as of the Termination Date. A product, service or business shall not directly be deemed to compete with the Company, the Parent or indirectly own, operate, develop, construct, manage their Subsidiaries if it is offered in any industry or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period market sector in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity Parent and their Subsidiaries do not compete nor have begun preparing to compete as of the Termination Date. If termination of employment is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject due to the following exceptions: i) Such restrictions shall not be considered violated by reason expiration of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related productsTerm, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in this Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E9(b) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesapplicable. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.----

Non-Competition. A(a) During the Executive's employment by, or relationship with, the Company and for a period in which of one (1) year following the Project Entity is a licensee Effective Time of WCCIthe Merger, without the prior written consent of NYBE, WCCI shall Executive will not directly or indirectly ownindirectly, operateeither as principal, developagent, constructemployee, manage consultant, officer, director, or participate in stockholder of the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, engage in any business which is competitive with the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and photonics or optics networking businesses of SDL or the Company (B) collectively, the "Business"), provided, however, that nothing contained herein shall also apply to any entities preclude the Executive from purchasing or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in of the stock or other securities of (i) any company with securities traded on a legal entity that owns, develops, constructs, operates nationally recognized securities exchange or manages (ii) any restaurant engaged in the sale of bagels or bagel related productsventure capital fund passive interest; E(b) During For the purposes of this Section A, a business will be deemed competitive with the Business if it involves the performing of services and/or the production, manufacture, distribution, sale or development of any product similar to services performed or products produced, manufactured, distributed, sold or developed or being developed by the Business and/or the licensing of any process or technology concerning production similar to those utilized, developed or being developed by the Business during the period in which the Project Entity Executive is a licensee of WCCI, without employed or otherwise affiliated with the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the TerritoryCompany. F(c) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees Executive acknowledges that the Business has been and will be conducted an a global basis by SDL and the Company, and that, accordingly, time restrictions set forth contained in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view A shall apply in, (i) any city, county or other political subdivision of the circumstances under which this Agreement State of California (including, without limitation, the counties listed on Exhibit 2 hereto), and (ii) any city, county or other political subdivision of any other state in the United States or any country or other territory in the world, where the Company is executed and that such restrictions are necessary to protect the legitimate interests selling or delivering any of the parties. In Business' products or services or is otherwise carrying on business or selling activities with respect to the event Business or (y) has engaged in any of the activities described in clause (x) within the most recent 12-month period. (d) The Executive acknowledges and agrees that any provision strict enforcement of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Agreement is necessary for the purpose of ensuring the preservation, protection and continuity of the business, trade secrets and goodwill of the Company and that, in furtherance of such purpose, the prohibition against competition imposed by this Section 3.10 enforceable A is narrow, reasonable and fair. The Executive further agrees that, given the Executive's experience, knowledge and skills, substantial opportunities for employment outside of the areas restricted by this Agreement are and will remain available to the Executive. If any part of this Section A should be determined by a court of competent jurisdiction to be unreasonable in all respects duration, geographic area, or scope, then this Agreement is intended to and shall extend only for such period of time, in such area and with respect to such activities as so modifiedare determined to be reasonable. I(e) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant Notwithstanding anything contained in this Section 3.10 and that A to the remedy at law for contrary, the breach of any such covenant will Executive shall be inadequate. Thereforepermitted to serve as a director of, if any party shall engage in any act in violation of any or an investor in, each of the provisions of this Section 3.10corporations set forth on Exhibit 1, the other party shall be entitled, in addition to such other remedies and damages as which may be available amended from time to either or both time by the mutual consent of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10Executive and the Company.

Non-Competition. A(a) During For a period of three (3) years following the period Closing Date, neither Seller nor any of the Members shall (i) engage in activities which are competitive with the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate Business in any state in the ownership, development, construction, operation United States or management of any restaurant engaged province in the sale of bagels Canada; or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall have interactions with any of the customers or suppliers of the Business (with the understanding that Seller may interact with customers or suppliers of the Business with respect to activities that are not be considered violated by reason of WCCI owning less than a competitive with the Business); provided, however, that Seller and each Member may purchase or otherwise own up to five percent (5%) interest in a legal entity that ownsof any class of securities of any enterprise which is competitive with the Business if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g), developsor subject to Section 15(d), constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect Securities Exchange Act. Notwithstanding the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdictionforegoing, the provisions of this Section 3.10 5.6 shall be deemed not restrict Seller or any Member from (w) engaging in those businesses that it is engaged in or has taken steps to have been amended end engage in as of the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent date of this Section 3.10 to render Agreement (as such businesses are listed on Disclosure Schedule 5.6), other than the terms Business, (x) owning those securities and other investments that it owns as of the date of this Section 3.10 enforceable in all respects Agreement, (y) continuing to serve as so modifieda board member, consultant, advisor or other agent of any Person to which Seller or any Member serves as a board member, consultant, advisor or other agent as of the date of this Agreement (as listed on Disclosure Schedule 5.6), or (z) obtaining and/or maintaining a real estate agent or broker’s license and conducting activities relating thereto. I(b) Each party Seller acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained covenants set forth in this Section 3.10 5.6 are reasonable and valid in scope and in all other respects. If any of such covenants is found to be invalid or unenforceable by a final determination of a court of competent jurisdiction (i) the remaining terms and provisions hereof shall be unimpaired and (ii) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the remedy at law for intention of the breach invalid or unenforceable term or provision. In the event that, notwithstanding the first sentence of any such covenant will be inadequate. Thereforethis paragraph (b), if any party shall engage in any act in violation of any of the provisions of this Section 3.10, relating to scope of the other party covenants contained therein or the nature of the business restricted thereby shall be entitleddeclared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems enforceable, in addition such provision shall be deemed to be replaced herein by the maximum restriction deemed enforceable by such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10court.

Non-Competition. A) During the period commencing on the date hereof --------------- and ending two (2) years after the Termination Date (the "Applicable Period"), ----------------- and provided the Company complies with all of its obligations set forth in which Section 8 hereof, the Project Entity is a licensee of WCCIExecutive shall not, without the prior written consent of NYBEthe Company, WCCI engage in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than as the holder of an interest of two percent (2%) or less in the equity of a publicly traded corporation) or other individual, corporate or representative capacity, or render any services or provide any advice or assistance to any business, person or entity, if such business, activity, person or entity competes anywhere in the United States with the Company or any of its Subsidiaries in respect of (i) any then current product, service or business of the Company or any of its Subsidiaries on the Termination Date or (ii) any -- product, service or business as to which the Company or any of its Subsidiaries has begun preparing to develop or offer as of the Termination Date. Nothing herein shall be construed to prevent the Executive from being employed by any person or entity in a line of business or activity that does not compete with (i) products, services or businesses offered or conducted by the Company or its Subsidiaries as of the Termination Date, or (ii) products, services or business which the Company or any of its Subsidiaries has begun preparing to develop or offer as of the Termination Date. A product, service or business shall not directly be deemed to compete with the Company or indirectly own, operate, develop, construct, manage its Subsidiaries if it is offered in any industry or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period market sector in which the Project Entity Company and its Subsidiaries do not compete nor have begun preparing to compete as of the Termination Date. If termination of employment is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject due to the following exceptions: i) Such restrictions shall not be considered violated by reason expiration of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related productsTerm, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in this Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E9(b) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesapplicable. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.----

Non-Competition. A) During In consideration for the period in which protections provided to the Project Entity is a licensee Executive under this Agreement, the Executive agrees that from the Date of WCCITermination until the first anniversary thereof (the “Covenant Period”), without the prior written consent of NYBEExecutive will not, WCCI shall not directly or indirectly indirectly, own, manage, operate, develop, construct, manage control or participate in the ownership, development, constructionmanagement, operation or management control of, or be connected as an officer, employee, partner, director or otherwise with, or (other than through the ownership of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less more than a five percent (5%) of the voting stock of any publicly held corporation) have any financial interest in, or aid or assist anyone else in the conduct of, a business which at the time of such termination competes in the United States with a business conducted by the Company or any group, division, parent or subsidiary of the Company (“Company Group”) as of the Date of Termination. Notwithstanding the foregoing, the Executive’s employment by a business that competes with the business of the Company or its parent, or the retention of the Executive as a consultant by any such business shall not violate this Section 9(b) if the Executive’s duties and actions for the business are solely for groups, divisions or subsidiaries that are not engaged in a legal entity business that owns, develops, constructs, operates competes with a business conducted by the Company or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesits parent. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 No business shall be deemed to have been amended end be a business conducted by the parties agree Company or its parent unless the Company or its parent was engaged in the business as of the Date of Termination and continues to execute be engaged in the business and at least twenty-five percent (25%) of the Company’s or its parent’s consolidated gross sales and operating revenues, or net income, is derived from, or at least twenty-five percent (25%) of the Company’s or its parent’s consolidated assets are devoted to, such business and no business shall be deemed to compete with a business conducted by the Company or its parent unless at least twenty-five percent (25%) of the consolidated gross sales and operating revenues, or net income, of any documents and take whatever action consolidated group that includes the business, is necessary to evidence such amendmentderived from, so as to eliminate or modify any such invalid provision and to carry out at least twenty-five percent (25%) of the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach consolidated assets of any such covenant will be inadequate. Thereforeconsolidated group are devoted to, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10business.

Non-Competition. A) 3.1 During the period in which term of his/her employment with the Project Entity is a licensee of WCCICompany and during the Non-Compete Period (as defined below), Employee shall not, without the prior written consent approval of NYBEthe President of Company, WCCI shall not perform any of the following acts: (a) accept employment with any business wherever located which engages in any business in the Territory (as hereinafter defined) which competes with Company or any of its subsidiaries if the employment in question either would include the performance of duties similar to those performed by Employee for Company or would place him/her in a working relationship with persons performing such duties; or (b) directly or indirectly indirectly, for himself/herself or an behalf of others, as an individual on his/her own account or as an employee, agent or representative for any person, partnership, firm or corporation, engage in, aid in the operation of, contribute his/her knowledge to, or own, operatemanage, develop, construct, manage operate or participate in the ownership, development, construction, operation management or management control of any restaurant engaged in the sale business wherever located which competes with Company or any of bagels or bagel related products located its subsidiaries in the Territory. B) During the period . Nothing contained in which the Project Entity is a licensee this Section 3 shall be construed to prohibit Employee from owning, either of WCCIrecord or beneficially, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply up to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) of the shares or other equity interest in a legal entity that owns, develops, constructs, operates of any publicly traded company which competes with the Company or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territoryits subsidiaries. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns3.2 Employee and Company agree that, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed character of Employee's work and that such restrictions are necessary to protect the legitimate interests of the parties. In business engaged in by Company and its subsidiaries, in view of the event nature of the market in which Company and its subsidiaries compete, it is reasonable and necessary for the protection of Company and its subsidiaries that any provision the “Territory” referred to in Section 3.1 means the United States of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the America and Canada. 3.3 The provisions of this Section 3.10 3 shall be deemed not in any way or to have been amended end any extent limit the parties agree to execute obligations of Employee under any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent other Section of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedAgreement. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach 3.4 For purposes of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions Non-Compete Period shall be a period of this Section 3.10one (1) year from the effective date of the termination of Employee’s employment by Company or any of its subsidiaries (the “Termination Date”), unless a court of competent jurisdiction orders a shorter period of time.

Non-Competition. AIn consideration of the compensation and benefits described in this Agreement, including but not limited to the Conditional Benefits and the additional benefits described in Section 5 of this Agreement, the Executive agrees that, throughout the term of the Executive’s employment with the Company and for one (1) During year immediately following the period in which Termination Date (the Project Entity is a licensee of WCCI“Restricted Period”), the Executive shall not to, directly or indirectly, without the prior written consent of NYBEthe Board, WCCI shall not directly or indirectly own, manage, operate, developcontrol, construct, manage finance or participate in the ownership, developmentmanagement, constructionoperation, operation control or management financing of, or provide services as an officer, director, executive, partner, employee, principal, agent, representative, consultant, licensor, licensee or otherwise to, for, or on behalf of, any Competitive Business; provided, however, that the Executive (i) may purchase or otherwise acquire up to (but not more than) one percent (1 %) of any restaurant engaged class of securities of any enterprise (but without participating in the sale activities of bagels such enterprise) if such securities are listed on any national or bagel related products located regional securities exchange, and (ii) may provide services or work for any Competitive Business in any area of its business that does not develop or commercialize therapies for the treatment of ophthalmic disorders and diseases. In recognition of the broad geographic scope of the Company’s business and of the ease of competing with that business from any location throughout the world, the restrictions in this Section 6(a) are intended to cover the following geographic areas (collectively, the “Territory. ”): (A) the United States; (B) During all states (including the period District of Columbia, if applicable) in which the Project Entity is a licensee Company provided goods or services, had employees or customers, or otherwise conducted business at any time during Executive’s employment; or (C) all states (including the District of WCCIColumbia, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, if applicable) in which Executive performed services for the Project Entity Company or had a material presence or influence, or over which Executive had managerial responsibilities. If a court or arbitrator determines that the Territory described above in clause (A) is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth too restrictive, then the parties agree that the Territory shall be the area specified in Section 3,10(Aclause (B). If a court or arbitrator determines that the Territory described above in clauses (A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related productstoo restrictive, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end then the parties agree the Territory shall be reduced to execute any documents and take whatever action is necessary the area specified in clause (C). If the court determines that all of the areas mentioned above are too restrictive, then the parties agree the court or arbitrator may reduce or limit the area to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out enable the intent of this Section 3.10 6(a) to render be enforced in the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges largest acceptable area. The Executive hereby represents and agrees warrants that irreparable injury may result the Executive has disclosed previously to the CEO all other party and/or a Project Entity if the employment or other party breaches any covenant contained in this Section 3.10 and commercial business activities that the remedy at law for Executive already undertakes, or intends to undertake (to the breach extent currently known by the Executive), during the Executive’s period of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of employment with the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10Company.

Non-Competition. A) During By and in consideration of the Company entering into this Agreement, and in further consideration of the Executive's exposure to the Confidential Employment employment Information, the Exec utive agrees that the Executive shall not, during the Period and for a period in which of 24 months after the Project Entity is a licensee Executive's termination of WCCIfor any reason (the ''Restriction Period"), without the prior written consent of NYBE, WCCI shall not directly or indirectly indirectly, own, manage, operate, developjoin, constructcontrol, manage be employed by, or participate in the ownership, development, constructionmanagement, operation or management control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that, in no event shall (X) ownership by the Executive of two percent or less of the outstanding securities of any restaurant class of any issuer whose securities are registered under the Securities Exchange Act of I 934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof or (Y) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive's duties are not at or involving the part of the entity's business that is actively engaged in the sale a Restricted Enterprise. For purposes of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity this paragraph, ''Restricted Enterprise" shall mean any Person that is a licensee of WCCIengaged, without the prior written consent of NYBE, WCCI shall not directly or indirectly ownindirectly, operatein (or intends or proposes to engage in, developor has been organized for the purpose of engaging in) a business which is in competition with a business of the Company, constructParent or any of their subsidiaries, manage or participate in which on the ownershipdate hereof is the business of providing to Medicare and managed care beneficiaries those medical products and services (including marketing, developmentinsurance agent training and licensing, constructionmember enrolhnent and service, operation or management of quick service fresh-Tex Mexican restaurantsdistribution and billing and collections, located within the Designated Market Area or Areas identified to Medicare Part D prescription drug plan providers and other Medicare benefits sponsors), and any other business commenced by the then current ▇▇▇▇▇▇▇ Well MapCompany after the date hereof, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement Company is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage providing in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.country 7

Non-Competition. AAs the Award is intended to encourage the Participant to continue employment with the Corporation or an Affiliate, during which time the Participant will have access to Confidential Information (as defined below), including Confidential Information first developed after the Grant Date, during the term of the Participant’s employment with the Corporation or any Affiliate and for a period of two (2) During years following the period in which termination of employment, regardless of the Project Entity is a licensee reason for or the manner of WCCItermination, the Participant shall not, without the prior written consent of NYBEthe General Counsel of the Corporation or his/her designee, WCCI shall not in any country or countries for which the Participant had development, marketing, innovation/technology (R&D), distribution, sales, administrative, operational/supply chain or manufacturing oversight responsibilities during the last two (2) years of the Participant’s employment or was provided with regular and material access to Confidential Information regarding the Corporation’s or an Affiliate's business operations in that country or countries during the last two (2) years of the Participant’s employment, either directly or indirectly ownindirectly, operateperform duties or undertake responsibilities for a Competitor that are the same or substantially similar to those duties or responsibilities that the Participant performed or undertook for the Corporation or an Affiliate during the two (2) year period prior to the end of the Participant’s employment with the Corporation or an Affiliate. “Confidential Information,” for purposes of this Section 16, develop, construct, manage or participate shall mean information in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCIwhatever form (including, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Companylimitation, in which the Project Entity is operating an Atomic Burrito restaurant. Cwritten, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject relating to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related business, suppliers, customers, products, located outside affairs and finances of the Territory; iiCorporation or any Affiliate for the time being confidential to the Corporation or any Affiliate, and trade secrets including, without limitation, technical data and know-how relating to the business of the Corporation or any Affiliate, or any of their suppliers, customers, agents, distributors, shareholders or management, including (but not limited to) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity business plans, pricing strategies, financial information, patent applications, information concerning tenders and potential contracts, information concerning proposed product ranges, product development information, employee and salary information, research and development activities or manufacturing methods that ownsthe Participant creates, develops, constructsreceives, operates obtains or manages has knowledge of in connection with the Participant’s employment, and all other matters which relate to the business of the Corporation or any restaurant engaged Affiliate and in respect of which information is not readily available in the sale ordinary course of bagels such business to the Corporation's Competitors, whether or bagel not such information (if in anything other than oral form) is marked confidential. “Competitor,” for purposes of this Section 16, means a person or entity who engages in a business that is the same or substantially the same as any aspect of the Business of the Corporation. “Business of the Corporation,” for purposes of this Section 16, is the development, production, sales and/or marketing of (i) health and hygiene products and related apparel; (ii) washroom and workplace protective and safety products; E; and (iii) During the period in which the Project Entity is a licensee materials, packaging and other components/subcomponents of WCCIsuch products including, without limitation, non-wood plants and products derived therefrom including any fibers, pulps or extracts. Notwithstanding the prior written consent foregoing, if the Participant’s residence or principal place of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate employment on the Grant Date is in the ownership, development, construction, operation State of California or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that other jurisdiction where any provision of this Section 3.10 16(b) prohibiting post-employment competition is determined to be invalid prohibited or otherwise restricted by any arbitrator or court of competent jurisdictionapplicable law, then the provisions of this Section 3.10 shall be deemed 16(b) will not apply to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify extent any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedis prohibited by applicable law. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. AAs an inducement for the Company to enter into --------------- the Purchase Agreement and to pay the Purchase Price, Principal hereby covenants as follows: a. In General. Commencing on the date hereof (the "Effective Date") During ---------- and for a period of two (2) years after the period in which Effective Date (the Project Entity is a licensee of WCCI"Term"), without the prior written consent of NYBEPrincipal shall not, WCCI shall not directly or indirectly indirectly, own, operatemanage, developengage in, constructoperate or conduct, manage prepare to or participate plan to conduct or assist any person or entity to conduct any business, or have any interest in any business, person, firm, corporation or other entity (as a principal, owner, agent, employee, shareholder, officer, director, joint venturer, partner, security holder (except for the ownership, development, construction, operation or management ownership of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall publicly-traded securities constituting not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less more than a five percent (5%) interest in a legal entity that ownsof the outstanding securities of the issuer thereof), develops, constructs, operates or manages any restaurant engaged creditor (except for trade credit extended in the sale ordinary course of bagels business), consultant or bagel related products; Ein any other capacity) During the period in which the Project Entity is a licensee of WCCIthat engages, without the prior written consent of WCCI, NYBE shall not directly or indirectly ownindirectly, operatein any business which is the same as, develop, construct, manage similar to or participate competitive with the Company in the ownershipBusiness, developmentwhich Business shall include without limitation, constructionthe collection and distribution of sales comparable information or publication of materials similar to the Report (whether in electronic form or hard copy form), operation or management of quick service fresh-Tex Mexican restaurants located in within the Territory. F) . Notwithstanding the foregoing, the Business will not include sales comparable information required to produce the Austin Office Building Report which information will be licensed to AOBR for the sole purpose of preparing the Austin Office Building Report. The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions covenants set forth in this Section 3,10 are founded on valuable consideration and are reasonable 1(a) shall be construed as a series of separate covenants covering their subject matter in duration and geographic area in view each of the circumstances under which this Agreement is executed separate states where the Company conducts the Business, and that except for geographic coverage, each such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 separate covenant shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the identical in terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained set forth above in this Section 3.10 and 1(a). To the ------------- extent that the remedy at law for the breach of any such covenant will shall be inadequate. Therefore, if any party shall engage judicially unenforceable in any act in violation one or more of any such state, such covenant shall not be affected with respect to each of the provisions of this Section 3.10, other states in the other party Territory. Each covenant with respect to such state in the Territory shall be entitled, in addition to such other remedies construed as severable and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10independent.

Non-Competition. A(a) During In the event Executive resigns without Good Reason within six (6) months following the Effective Date, in consideration of vesting as to $600,000 (based on value as of the Effective Date) of his $3.6 million Restricted Stock Unit Award described in Section 3.3(a) above, Executive further covenants and agrees that for a period in which the Project Entity is a licensee of WCCItwo years after termination of Executive’s date of resignation, without the prior written consent of NYBE, WCCI shall Executive will not directly or indirectly ownbe employed by, operateprovide services with respect to or otherwise be materially engaged in or involved with a Business (as defined below) that is primarily focused on or engaged in activities relating to the Hispanic market (“Hispanic Market Business”). Executive shall not be deemed to be “materially engaged in or involved with” a Hispanic Market Business if less than 20% of his duties, developresponsibilities and activities with respect to any company and its affiliates arise from or relate to Hispanic Market Businesses. Executive shall have the burden of demonstrating that less than 20% of his duties, constructresponsibilities and activities with respect to a company and its affiliates are not provided with respect to and do not relate to a Hispanic Market Business. Notwithstanding the first sentence of this paragraph, manage Executive shall be permitted to engage in or participate be involved with the following activities: (i) representing, as talent agent or otherwise, any performer or celebrity, (ii) employment in or other direct involvement with theatre or live concerts, or (iii) the marketing, telemarketing or sale of any product, institution or service, but in all such cases excluding any product or service constituting advertising, news or other programming of any kind or the distribution or transmission of any such programming wherever produced. (b) Except as provided in the ownershippreceding paragraph, developmentExecutive further covenants and agrees that during employment and for a period of two years after termination of Executive’s employment under this Agreement (“Cooling Off Period”), construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall Executive will not directly or indirectly own, operate, develop, construct, manage or participate engage in any “Business” (as defined below) in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, United States and Puerto Rico and any other country in which the Project Entity Company or any of its affiliates engages in such Business (whether alone, as a partner, joint venturer, officer, director, employee, consultant or investor of any other entity) that is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities competitive with or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject adverse to the following exceptions: iCompany or any of its subsidiaries, including, but not limited to, (x) Such restrictions shall not be considered violated by reason representing, as talent agent or otherwise, any performer or celebrity with respect to services to the Company or any of WCCI owning and/or constructing its subsidiaries (and, for the avoidance of doubt, Executive may represent any restaurant engaged in performer or celebrity with respect to services for persons other than the Company and its subsidiaries), (y) the production of advertising, news or programming of any kind or the distribution or transmission of any such advertising, news or programming wherever produced, or (z) the advertising, marketing, telemarketing or sale of bagels any product, institution or bagel related productsservice similar to the Company or any of its subsidiaries, located outside the Territory; ii) Such restrictions shall not be considered violated by reason or any of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates their products or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall services. Executive also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges covenants and agrees that irreparable injury may result to during the Cooling-Off Period Executive will not (other party and/or a Project Entity if than in the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach performance of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or Executive’s duties under this Agreement) join or participate with any person who is, to injunctive relief to enforce or hereafter at any time is engaged by Company or any of its affiliates as an officer, performer or independent contractor in the provisions conduct of this Section 3.10any business, corporation, partnership, firm or enterprise competing with the business of the Company or any of its affiliates.

Non-Competition. A) During Subject to Section 4.4, below, Employee acknowledges that the nature of the Company's business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the period of one (1) year following the Agreement Date, then it would be difficult for Employee not to rely on or use the Company's trade secrets and confidential information in which connection with that employment. (a) Thus, to avoid the Project Entity is a licensee inevitable disclosure of WCCIthe Company's trade secrets and confidential information, without Employee acknowledges and agrees that his right to receive the prior written consent of NYBE, WCCI Separation and Consulting Consideration shall be conditioned upon Employee not directly or indirectly ownengaging in (whether as an employee, operateconsultant, developagent, constructproprietor, manage principal, partner, stockholder, corporate officer, director or participate otherwise), or having any ownership interest in or participating in the ownershipfinancing, developmentoperation, constructionmanagement or control of, operation any person, firm, corporation or management business that directly competes with Company or is a customer of the Company and has operations located within a radius of twenty (20) miles from any property that is leased, owned, or operated by the Company as of the Agreement Date. If Employee engages, invests, or otherwise participates in any competitive activity described in this Section 4.2, then the Company shall (i) not have any obligation to provide any further Separation and Consulting Consideration that has not been provided as of the date on which the Company discovers such activity, and (ii) be entitled to recover or rescind the delivery of any restaurant engaged portion of the Separation and Consulting Consideration previously provided by the Company. This remedy shall be in addition to all other remedies the sale of bagels or bagel related products located in the TerritoryCompany may have for any such breach. B(b) During Notwithstanding the period in which the Project Entity is a licensee of WCCIforegoing, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions Employee shall not be considered violated deemed to be in violation of the foregoing restriction solely by reason of WCCI Employee's owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less more than a five one percent (51.0%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests equity securities of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator corporation or court of competent jurisdictionother business enterprise, the provisions equity securities of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedwhich are listed for trading on a national securities exchange. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During the term of the Employee's employment and for a period of twenty-four (24) months following the termination of such employment (the "Restricted Period"), the Employee shall not in any state of the United States in which the Project Entity Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm, corporation or other entity engaged in any business which is directly competitive with the business of the Company as it is conducted at the termination of employment, or as at such time contemplated by the Company to be conducted, or any of the dental, podiatry, eye care or other health care providers which have entered into agreements with the Company pursuant to which the Company provides management, administrative, billing and accounting or other services to such entity (each, a licensee of WCCI"Medical and Dental Practice"), without the prior written consent approval of NYBE, WCCI the Company; the Employee shall not engage in such business for his own account; and he shall not become interested in any such business, directly or indirectly ownindirectly, operateas an individual, developpartner, constructshareholder, manage director, officer, principal, agent, employee, trustee, consultant, or participate in the ownershiprepresentative for, developmentany company, constructionbusiness, operation individual or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCIother entity; provided, without the prior written consent of NYBEhowever, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth nothing contained in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view 7 shall be deemed to prohibit the Employee from acquiring, solely as an investment, two (2%) percent or less of the circumstances under which outstanding shares of capital stock of any public corporation. For purposes of this Agreement is executed and that such restrictions are necessary to protect paragraph the legitimate interests "business of the partiesCompany and the Medical and Dental Practices" shall include the provision of management, administration, billing, accounting and other services for dental and health care providers who provide services at corporate and institutional sites, including long term care facilities, and the provision of dental and health care services at corporate or institutional sites, including such facilities. In Notwithstanding anything to the contrary in this Agreement, the restrictions contained in this paragraph 7 shall terminate and be of no further force and effect in the event that (i) the Company materially breaches any provision of this Agreement which breach continues for 30 days following notice by the Employee to the Company setting forth the nature of the breach or (ii) the Company gives notice to the Employee of its intention not to renew the Term pursuant to Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions 2 of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedAgreement. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view In acknowledgment of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or consideration provided under this Agreement, upon termination of Employee's employment by the Company for cause (as defined in Paragraph 10.1) or by the Employee for any reason, Employee will not, directly or indirectly, individually or in conjunction with any person, firm, partnership, corporation and/or any other entity (collectively "Entity"), whether as principal, agent, director, officer, employee, consultant, investor, shareholder, or in any other manner whatsoever, for a period of three (3) years, compete either directly or indirectly with Company in any manner whatsoever. The following examples are listed only as identifiers of conduct, which both parties agree, would amount to injunctive relief to enforce the provisions direct and/or indirect competition and a material breach of this Section 3.10Agreement, and in no way limit the possible realm of conduct which could amount to a material breach. For example, (a) carry on, be engaged in, concerned, connected and/or interested in any business or activity in competition with the business of the Company, or advise, lend money to, guarantee the debts or obligations of, or permit Employee's name or any part thereof to be used or employed by any Entity, engaged in competition with the business of the Company in any of the States Company is doing business at the time of the termination of the employment relationship; (b) solicit or attempt to solicit any of the employees of the Company to enter into employment or service with any Entity described in (a) above, or (c) solicit in respect to services and/or products of the same nature as those services and products provided by the Company, any customer of the Company or any person actively solicited by the Company in any of the States Company is doing business at the time of the termination of the employment relationship. Employee warrants and agrees that the covenants in this section are reasonable and valid and all defenses to the strict enforcement thereof are hereby irrevocably waived to the extent allowed by law. Further, if any court or tribunal is asked to interpret this provision and finds such provisions too broad to be enforceable, then Employee hereby agrees that such provision shall be interpreted to provide the broadest scope and longest duration enforceable under the applicable law.

Non-Competition. A) Executive understands that the Company invests significant resources in the training and development of its executives and that in his position as General Counsel, he had access to Confidential Information. During the Term and for a period in which of twelve (12) months following the Project Entity is a licensee termination of WCCIthe Executive’s employment under Sections 5.2, 5.3 or 5.4, the Executive shall not, directly or indirectly, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptionsBoard: (i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels (A) own or bagel related productscontrol, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning whether as a shareholder (other than a less than a five percent (5%) interest shareholder in a legal corporation or other entity that ownswhose securities are traded on a recognized stock exchange or traded on the over the counter market), developsmember, constructspartner, operates director or manages otherwise, any restaurant engaged in the sale of bagels Competing Organization, or bagel related products; E(B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly ownmanage, operate, developbe employed or compensated by, constructor consult with (whether or not compensated), manage whether as an officer, executive, consultant or participate otherwise, any Competing Organization, in any capacity where the ownershipExecutive’s knowledge of Confidential Information or involvement with or knowledge of relationships with customers of the Company would be useful or beneficial, or where the goodwill of the Company would be considered useful or beneficial to such Competing Organization or would be affected; or, (ii) undertake any action, on behalf of any Competing Organization relating to the sale or marketing of products or services that compete with products or services researched, developed, designed, manufactured, assembled, produced, marketed, distributed, sold, repaired or provided by the Company, or, to the extent the Executive has or receives notice or knowledge of such plans, within the active research, development, constructionexpansion or business plans of the Company, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities customers or Persons directly prospective customers of the Company which the Executive had knowledge, or indirectly controlled by NYBE. Gwith respect to which the Executive obtained Confidential Information, or with whom the Executive had personal contact or communications in his capacity as an employee of the Company, at any time during his period of employment with the Company. For purposes of this Section 6.4, “Competing Organization” shall mean any person (including, without limitation, the Executive as a sole proprietor) The restrictions set forth or entity engaged in Section 3.10(E) or planning or attempting to become engaged in any business that engages in life settlements within the United States of America; provided, however, that for the avoidance of doubt, Executive shall not be considered violated deemed to be employed or compensated by reason a Competing Organization for purposes of NYBE owning less than a five percent clause (5%i)(B) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 6.4, if such entity is determined engaged in other business[es] that are substantially unrelated to the life settlement industry and the Executive’s involvement with such entity is solely related to such other business[es]. Notwithstanding the foregoing, the Executive shall not be invalid by any arbitrator or court of competent jurisdiction, subject to the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result 6.4 to the other party and/or a Project Entity if extent that they conflict with the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach Florida Bar Rules of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10Professional Conduct.

Non-Competition. A(a) During Consultant hereby covenants and agrees that, during the period Term and for two years thereafter (the “Restricted Period”), the Consultant will not: (i) directly or indirectly, on his own behalf or on the behalf of any others, perform or participate in any program, entity, or person which competes with the Project Entity is Business of the Company (each, a licensee of WCCI“Competing Business”) including, without the prior written consent of NYBElimitation, WCCI shall not directly owning, taking a financial interest in, managing, operating, controlling, being employed by, being associated or indirectly ownaffiliated with, operatebeing a spokesperson for, developproviding services as a consultant or independent contractor to, construct, manage or participate participating in the ownership, development, constructionmanagement, operation or management control of, any Competing Business; provided, however; that this Section 7.2 does not preclude ownership of less than 5% of the outstanding equity securities of any restaurant engaged public reporting company; or (ii) serve as an investigator as part of any commercially-sponsored pre-clinical study or clinical investigation that relates to the Business of the Company (unless, in either case, a waiver is granted by the Board in its sole discretion); or (iii) promote, develop, or assist in the sale conception or reduction to practice of bagels any process, procedure, material, machine, manufacture, or bagel related products located in composition of matter, whether patentable or not, that is or would be competitive with the TerritoryBusiness of the Company. The parties agree that the Company’s business is World-wide and therefore the restrictions contained herein are without geographic scope. B(b) During Notwithstanding anything to the period contrary in this Section 7.2, the Consultant shall have no restrictions whatsoever on performing or participating in: (i) any personal services in his capacity as a physician on a patient-by- patient, medical care basis; or (ii) any trial sponsored by the NIH or another publicly funded agency relating to the Company’s Business; or (iii) any other NIH-sponsored trial (but provided that, in respect to any such trial, the Consultant may not enter into any agreement granting intellectual property rights to or confirming such rights ·with any commercial entity); or (iv) any currently on-going, privately-funded, sponsored research program at the University; or (v) any personal services rendered by the Consultant under his employment with the University; or (vi) any personal services rendered by the Consultant under any contractual or other relationship with any of the Outside Companies; provided however, that such services are not within the scope of the Business. (c) Any program, entity, or person for or in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI Consultant performs or participates under Section 7.2(6) (i)-(v) hereof shall not directly or indirectly ownbe considered to be a “Competing Business” for the purposes of Section 7.2. (d) Company acknowledges that the Consultant serves as Founding Director of the University of Miami, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well MapSchool of Medicine, published by Interdisciplinary Stem Cell Institute (the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A“Institute”) and (B) shall also apply that other professors and professionals may conduct competitive research from time to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth time in Section 3.10(A) are subject to conjunction with the following exceptions: i) Such restrictions shall not Institute. Consultant represents and warrants that no relationship presently exists that would be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, conflict with the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents 7.2 and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result he has disclosed to the Company any other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and consulting or business relationships that the remedy at law for the breach of any such covenant will may possibly be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition related to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce including the provisions beneficial ownership of this Section 3.10equity securities for companies that may be competitive with the Company.

Non-Competition. AA. Subject to the exclusions set forth in the following subsection, for a twelve (12)-month period following the Separation Date, Vedadi shall not engage in any business that develops, grows, manufactures, processes, sells and distributes marijuana and marijuana related products (“Competitive Business”) During or that has plans to engage in a Competitive Business in any state in the period U.S. where the Company currently operates or has undertaken steps to operate as of the Separation Date. Engaging in which a Competitive Business includes, directly or indirectly and whether paid or unpaid, performing services for, aiding, assisting, advising, investing in (regardless of the Project Entity is amount and form of the investment) such a licensee of WCCIbusiness in any capacity, without the prior Company’s express written consent of NYBEconsent. B. Notwithstanding the foregoing, WCCI shall not during the non-compete period, Vedadi is permitted to own and operate a Competitive Business, either directly or indirectly ownindirectly, operateindividually, developor in partnership with [***] using any of the authorized [***] licenses described in Section 2(C)(iii) above. In addition, constructVedadi shall be authorized to serve as an advisor or board member for [***]. If, manage or participate during the non-compete period, [***] expands its investment activities to companies that sell and/or manufacture THC products in the ownershipU.S., developmentVedadi will immediately resign as an advisor or board member for [***]. Vedadi further avows and agrees that, constructionduring the non-compete period, operation his sole form of compensation derived from his service as a [***]advisor or management of board member shall be a fixed stipend, and that he shall not, either directly or indirectly, profit in any restaurant engaged way or in the sale of bagels any form from [***] investments and/or acquire an ownership or bagel related products located equity interest in the Territory. B) During the period [***] or any U.S.-based business in which the Project Entity is [***] invests. Harvest will consider written requests for exceptions to this restriction from Vedadi on a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate case- by-case basis. Such requests should be submitted in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject writing to the following exceptions:Company’s General Counsel and CEO i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in C. If the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity Company believes Vedadi is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any Section 3(A), it shall provide Vedadi with a written notice of the provisions facts and circumstances giving rise to that belief and allow Vedadi 30 days to cure any such alleged violation. D Vedadi’s violation of this Section 3.10, non-compete covenant will entitle the other party shall be entitled, Company to liquidated damages in addition to such other remedies and damages as may be available to either or both the amount of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10$[***].

Non-Competition. A) During Provided that this Agreement has not been breached by the period in which Company, the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI Employee agrees that he shall not directly at any time prior to one (1) year after the expiration or indirectly termination of his employment with the Company for any reason, whether voluntary or involuntary own, manage, operate, developbe a director or an employee of, constructor a consultant to or provide any services, manage consultation or participate advice to any person, business, corporation, partnership, trust, limited liability company or other firm or enterprise ("Person") which is engaged in marketing, selling or distributing products or in developing product candidates in the ownershipUnited States which contain technology meant to achieve all or some of the same effects as the Company’s Aversion® Technology or are potentially competitive with: (a) the Company’s products or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology or any similar abuse deterrent technology. For avoidance of doubt, development, construction, operation or management product candidates are as evidenced by the current written product development plan and/or business plan of any restaurant engaged the Company at the time of termination of the Employee's employment and/or described in the sale of bagels Company’s most recent filing on Form 8-K, Form 10-K or bagel related products located in Form 10-Q with the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) Securities and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view Exchange Commission as of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests date of the partiestermination of the Employee’s employment. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of If any of the provisions of this Section 3.10section, or any part thereof, is hereinafter construed to be invalid or unenforceable, the other party same shall not affect the remainder of such provision or provisions, which shall be entitledgiven full effect, in addition without regard to such other remedies and damages as may be available to either or both the invalid portions. If any of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. A(a) During From the period date hereof until the termination of the Employment Period subject to extension as set forth below, the "Non-Competition Period"), the Executive: (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with the Company or any of its affiliates; (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company, any of its affiliates or Windward for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the "Company Business"); and (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment. (b) Except as required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or Windward all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of the Company or Windward or which were paid for by the Company other than the Executive's counterparts of this Agreement and employment-related documents referred to herein. (c) The parties acknowledge and agree that the current business arrangement whereby Executive's affiliate Portosan rents storage containers from the Company and later permits Portosan customers to re-rent such containers to third party customers, as and to the extent disclosed to the Windward Entities in the Company Disclosure Schedule to the Merger Agreement (the "Portosan Transaction") is beneficial to the Company. As a result, the Portosan Transaction shall not be prohibited by the covenants contained in clauses (i) and (ii) of Section 4.1(a) above. Executive agrees that he will cause Portosan to refrain from engaging in any transaction similar to the Portosan Transaction with any entity other than the Company. (d) The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the Project Entity Company is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant actively engaged in the sale conduct of bagels business during the Non-Competition Period. (e) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.1(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or bagel related products located 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the Territoryparticular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company and Windward, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.1(b). B(f) During The covenants contained in Section 4.1(b) shall survive the period in which conclusion of the Project Entity is Executive's employment by the Company and/or his service as an officer of the Company. (g) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then-current shareholder of the Company, a licensee subsequent Non-Competition Period shall begin on the effective date of WCCIany such sale or transfer and expire on the fifth anniversary of such effective date; provided, without the prior written consent of NYBEhowever, WCCI that such subsequent Non-Competition Periods shall not directly or indirectly own, operate, develop, construct, manage or participate extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the ownership, development, construction, operation or management of quick service fresh"Non-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurantCompetition Period" shall be deemed to include such subsequent Non-Competition Period. C(h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved. (i) The restrictions on WCCI set forth in Section 3,10(A) Executive acknowledges and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration covenants, obligations and are reasonable in duration and geographic area in view agreements of the circumstances under which this Agreement is executed Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with the Company's Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting the Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive. (j) The Executive acknowledges and agrees that he has and will have a prominent role in the management, and the development of the goodwill, of the Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (i) the Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with the Company and its affiliates, (ii) the covenants and restrictions contained herein are necessary intended to protect the legitimate interests of the parties. In Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) the event that any provision of this Section 3.10 is determined Executive desires to be invalid bound by any arbitrator or court of competent jurisdiction, such covenants and restrictions. (k) The Executive represents that his economic means and circumstances are such that the provisions of this Section 3.10 shall be deemed Agreement, including the restrictive covenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to have been amended end him and them. (l) If the parties agree to execute Executive raises any documents and take whatever action is necessary to evidence such amendment, so question as to eliminate the enforceability of any part or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and Agreement, including, without limitation, the restrictive covenants contained herein, the Executive agrees that irreparable injury may result he will comply fully with this Agreement unless and until the entry of an award to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10contrary.

Non-Competition. A(a) During For a period beginning on the period in Initial Closing Date until the date which is ****** after the Project Entity is a licensee Initial Closing Date (and save as required to perform its obligations pursuant to the Services Agreement and China Interim Services Agreement), the Seller will not, and will not cause or permit any of WCCIits Affiliates to, without the prior written consent of NYBE, WCCI shall not directly or indirectly indirectly, own, manage, operate, develop, construct, manage control or participate in the ownership, development, constructionmanagement, operation or management control of any restaurant business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged in, the development of microwave transport products (including outdoor units, indoor units and associated antennas, enclosures, cabling and associated network elements, and management software) which compete with the Products (the “DragonWave Exclusive Domain”) (referred to in this Agreement as the “Seller Competitive Activities”). [Non competition period redacted] (b) The provisions of Section 10.9(a) shall not prohibit the Seller or any of its Affiliates from acting in accordance with any Ancillary Agreement or from engaging in the business of designing, manufacturing or selling products that are not competitive with the Products. For the avoidance of doubt, the Seller or any of its Affiliates is not prohibited from engaging in: (i) other businesses or products of the Seller or any of its Affiliates as of the Initial Closing Date, including, without limitation, businesses and products in the domain of Ethernet switching, A-series boxes (carrier Ethernet switches), Legacy Products and base station integrated transmission cards, including development and evolution thereof shall not be deemed to compete with the Products for the purposes of Section 10.9(a); (ii) sales of the NetViewer platform product outside the field of microwave transport; and (iii) business associated with OEM Products subject to the terms and conditions of the SSTA Side Letter. (c) Notwithstanding the provisions of Section 10.9(a), the acquisition (by asset purchase, stock/share purchase, merger, consolidation or otherwise) by the Seller or any of its Affiliates of the stock/shares, business or assets of any Person that at the time of such acquisition is engaged in Seller Competitive Activities, and the continuation of such Seller Competitive Activities following such acquisition shall not be in breach of the terms of Section 10.9(a) if: (i) the portion of the revenues of such Person and its subsidiaries on a consolidated basis for the fiscal year ending prior to the date of such acquisition that is attributable to Seller Competitive Activities by such Person and its subsidiaries account for less than one third of the revenues of such Person and its subsidiaries on a consolidated basis for such fiscal year, provided that the Seller offers, or causes its Affiliates to offer, the portion of such business or assets that represent the Seller Competitive Activities to the Purchaser on the same terms and conditions and at the same price that the Seller acquired such business or assets that represent the Seller Competitive Activities; or (ii) in the event the foregoing condition is not satisfied, the Seller offers, or causes its Affiliates to offer the portion of such business or assets that represent the Seller Competitive Activities to the Purchaser at a price not more than the price paid by the Seller and negotiates in good faith with the Purchaser as to the other terms and conditions of the Purchaser’s purchase of such business and assets, provided that (A) if the Purchaser notifies the Seller in writing that it is unwilling to purchase such business or assets or (B) if following such good faith negotiations, the parties are unable to reach agreements on the terms of such a purchase, the Seller promptly uses its Reasonable Efforts to sell such business or assets, including by actively marketing the business or assets on commercially reasonable terms. (d) Nothing in this Section 10.9 will restrict or prevent the Seller or any of its Affiliates from maintaining or undertaking passive investments in Persons primarily engaged in the sale Seller Competitive Activities so long as the aggregate interest represented by such investments does not exceed (i) 5% of bagels any class of the outstanding debt or bagel related products located equity securities of any such Person, in the Territorycase of a Person whose shares are listed on a national securities exchange or the NASDAQ National Market System or equivalent foreign exchange or quotation system or (ii) 5% of any class of the outstanding equity or debt securities in the case of any other Person. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C(e) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to parties hereto agree that, if any entities court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision other relevant feature of this Section 3.10 10.9 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is not determined by such court to be invalid by any arbitrator unreasonable, arbitrary or court of competent jurisdiction, against public policy may be enforced against the provisions of this Section 3.10 shall be deemed to have been amended end the applicable party. The parties hereto specifically acknowledge and agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law Law for the any breach of any such covenant will the foregoing may be inadequate. Therefore, if any party shall engage in any act in violation of any of inadequate and that the provisions of this Section 3.10, the other party shall be entitledPurchaser, in addition to such any other remedies and damages as may be relief available to either or both of them at law or under this Agreementit, will be entitled to seek temporary and permanent injunctive relief to enforce without the provisions necessity of this Section 3.10proving actual damage or posting any bond whatsoever.

Non-Competition. A) During By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, the Executive agrees that the Executive shall not, during the Term and thereafter for the period in during which the Project Entity is a licensee Severance Payments or Supplemental Disability Payments are payable or one (1) year following the end of WCCIthe Term if no Severance Payments or Supplemental Disability Payments are payable (the “Restriction Period”), without the prior written consent of NYBE, WCCI shall not directly or indirectly indirectly, own, manage, operate, developjoin, constructcontrol, manage be employed by, or participate in the ownership, development, constructionmanagement, operation or management control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any restaurant class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Affiliates conducted during the preceding twelve (12) months (or following the Term, the twelve (12) months preceding the last day of the Term), or (ii) proposed to be conducted by the Company or any of its Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Term, the business plan as in effect as of the last day of the Term); provided, that (x) with respect to any Person that is actively engaged in the sale of bagels refinery business, a Restricted Enterprise shall only include such a Person that operates or bagel related products located markets in the Territory. B) During the period any geographic area in which the Project Entity Company or any of its Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate actively engaged in the ownershipfertilizer business, development, construction, operation a Restricted Enterprise shall only include such a Person that operates or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, markets in any geographic area in which the Project Entity Company or any of its Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, (A) the foregoing shall not prohibit the Executive from working in the State of Texas; provided, that the Executive’s so working does not involve any Restricted Enterprise that is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) the State of Texas if the Company or any of its Affiliates is then operating in the State of Texas and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions a Restricted Enterprise shall not be considered violated by reason of WCCI owning and/or constructing include any restaurant Person or division thereof that is engaged in the sale business of bagels supplying (but not refining) crude oil or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territorynatural gas. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) During the period Restrictive Period, the Executive will not, directly or on behalf of, or in conjunction with any other Person: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, financier, manager, executive, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services in direct competition with the Company or its Affiliates or subsidiaries within 100 miles of any geographic location in which the Project Entity is a licensee Company or any of WCCI, without the prior written consent of NYBE, WCCI shall not directly its Affiliates or indirectly own, operate, develop, construct, manage subsidiaries conducts business at such time (or participate in the ownershipcase of a termination or expiration of the Agreement, development, construction, operation or management within 100 miles of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period geographic location in which the Project Entity is a licensee Company, or any of WCCIits Affiliates or subsidiaries conducted business at the time of such expiration or termination) (the "Territory"); (ii) call upon any prospective acquisition candidate on the Executive's own behalf or on behalf of any competitor of the Company, without the prior written consent or any of NYBEits Affiliates or subsidiaries, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified which candidate was either called upon by the then current ▇▇▇▇▇▇▇ Well MapCompany (including its Affiliates or subsidiaries), published by the A.C, ▇▇▇▇▇▇▇ Company, in or for which the Project Entity is operating Company or any of its Affiliates or subsidiaries made an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to acquisition analysis, for the following exceptions: i) Such restrictions purpose of acquiring such entity; provided, however, that the Executive shall not be considered violated by reason -------- ------- charged with a violation of WCCI owning and/or constructing this Section 12 unless and until the Executive shall have knowledge or notice that such prospective acquisition candidate was called upon, or that an acquisition analysis was made, for the purpose of acquiring such entity; (iii) call upon any restaurant engaged Person which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company including the Affiliates or its subsidiaries thereof within the Territory for the purpose of soliciting or selling products or services in direct competition with the sale of bagels or bagel related products, located outside Company within the Territory; ii; (iv) Such restrictions shall not be considered violated by disclose customers, whether in existence or proposed, of the Company (or the Company's subsidiaries or Affiliates) to any Person for any reason or purpose; (v) engage in any pattern of WCCI owning less than a five percent conduct that involves the making or publishing of written or oral statements or remarks (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCIincluding, without limitation, the prior written consent repetition or distribution of WCCIderogatory rumors, NYBE shall not directly allegations, negative reports or indirectly owncomments) which are disparaging, operatedeleterious or damaging to the integrity, developreputation or good will of the Company, constructits management, manage or participate in the ownership, development, construction, operation or of management of quick service fresh-Tex Mexican restaurants located in the Territoryits Affiliates or subsidiaries. F(b) The restrictions on NYBE set forth in Section 3.10(E) shall also apply Notwithstanding anything herein to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that ownsthe contrary, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth limitations in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view 12 of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect will not prohibit any investment by the legitimate interests Executive of not more than 5% of the parties. In outstanding capital stock of a company whose securities are listed on a public exchange or the event National Association of Securities Dealers Automated Quotation National Market System. (c) It is expressly understood and agreed that any provision although the Executive and the Company consider the restrictions contained in Sections 10, 11 and 12 of this Section 3.10 is determined the Agreement to be invalid reasonable, if a final judicial determination is made by any arbitrator or a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in the Agreement is an unenforceable restriction against the Executive, the provisions of this Section 3.10 the Agreement shall not be rendered void but shall be deemed amended to have been apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in the Agreement is unenforceable, and such restriction cannot be amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any make it enforceable, such invalid provision and to carry out finding shall not affect the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation enforceability of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10restrictions contained herein.

Non-Competition. A) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI The Consultant agrees that he shall not directly at any time prior to one (1) year after the expiration or indirectly termination of this Agreement for any reason, own, manage, operate, developbe a director or an employee of, constructor a consultant to or provide any services, manage consultation or participate in the ownershipadvice to any person, developmentbusiness, constructioncorporation, operation partnership, trust, limited liability company or management of any restaurant other firm or enterprise ("Person") which is engaged in marketing, selling or distributing products, or in developing product candidates in or for the sale United States, which contain opioid anti-abuse or abuse deterrent technology or technology meant to achieve all or some of bagels the same effects as Acura’s Aversion® Technology or bagel related are potentially competitive with: (a) Acura’s products located or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology or any similar abuse deterrent technology (hereinafter the Territory. B) During “Non-compete”). For avoidance of doubt, the period in which Non-compete shall apply only to the Project Entity is a licensee extent that Consultant’s service, consultation or advice for any Person directly relates to opioid anti-abuse or abuse deterrent technology, including Acura’s Aversion Technology. For avoidance of WCCIdoubt, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified product candidates are as evidenced by the then current ▇▇▇▇▇▇▇ Well Mapwritten product development plan and/or business plan of Acura at the time of termination of this Agreement and/or described in Acura’s most recent filing on Form 8-K, published by Form 10-K or Form 10-Q with the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) Securities and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view Exchange Commission as of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests date of the parties. In the event that any provision termination of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequateAgreement. Therefore, if any party shall engage in any act in violation of If any of the provisions of this Section 3.102.3, or any part thereof, is hereinafter construed to be invalid or unenforceable, the other party same shall not affect the remainder of such provision or provisions, which shall be entitledgiven full effect, in addition without regard to such other remedies and damages as may be available to either or both the invalid portions. If any of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.102.3, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect Acura's right to the relief provided for herein in the courts of any other jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition. A(a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status with any Company or any of its Affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its Affiliates. (b) During the period Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in which any way injuring the Project Entity interests of the Company or any of its Affiliates and the Company and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 4.2, nothing herein shall preclude the Company and its Affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its Affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 4.1(b), the term “Competitor” means any enterprise or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or then proposed to be conducted, by the Company and its Affiliates in a licensee manner that is or would be material in relation to the businesses of WCCIthe Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services). During the Restricted Period, Executive, without prior express written approval by the prior written consent of NYBEBoard, WCCI shall not (A) engage in, or directly or indirectly own(whether for compensation or otherwise) manage, operate, developor control, construct, manage or join or participate in the ownership, development, constructionmanagement, operation or management control of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ CompanyCompetitor, in which the Project Entity is operating any capacity (whether as an Atomic Burrito restaurant. Cemployee, officer, director, partner, consultant, agent, advisor, or otherwise) The restrictions on WCCI set forth in Section 3,10(A) and or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its Affiliates businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are operate throughout the United States and the world (subject to the following exceptions: i) Such restrictions shall not be considered violated by reason definition of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory“Competitor”). F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) From the date of this Agreement until the end of the one-year period following the date Executive ceases to be employed by the Company or one of its subsidiaries (the “Restricted Period”), irrespective of the cause, manner or time of any termination of employment, Executive shall not obtain loans, goods or services from another organization on terms that would not be available to her in the absence of her relationship to the Company or any of its affiliates. (b) During the period Restricted Period, Executive shall not make any statements or perform any acts intended to, or which may have the effect of, advancing the interest of any Competitors of the Company or Competitors of any of the Company’s affiliates or in which any way injuring the Project Entity interests of the Company or any of the Company’s affiliates; provided, however, that, subject to Section 9 of this Agreement, nothing herein shall preclude the Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation or responding to statements made by or on behalf of the Company about Executive or her activities with the Company; provided, further, however, that nothing herein shall prohibit the Company and its affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Agreement, the term “Competitor” means any person, enterprise entity, or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted, or proposed to be conducted, by the Company or its affiliates at any time during the Executive’s employment, in a licensee manner that is or would be material in relation to the businesses of WCCIthe Company or its affiliates or to the prospects for the businesses of the Company or its affiliates. Such business includes, but is not limited to, the Company’s or its affiliates’ manufacture, production, sale, lease, rental, licensing or otherwise providing its products or services. (c) During the Restricted Period, Executive, without prior express written approval by the prior written consent Board, shall not, within 100 miles of NYBEany geographical area of the Company or its affiliates: (A) engage in, WCCI shall not or directly or indirectly own(whether for compensation or otherwise) manage, operate, developor control, construct, manage or join or participate in the ownership, development, constructionmanagement, operation or management control of a Competitor, in any restaurant engaged capacity (whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the sale development, expansion or promotion of, any division of bagels an enterprise or bagel related products located the business intended to become a Competitor at any time during or after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally and internationally and agrees that the provisions in the Territoryforegoing sentence shall operate throughout the United States and the world (subject to the definition of “Competitor”). B(d) During the period in which the Project Entity is a licensee of WCCIRestricted Period, Executive, without the express prior written consent of NYBEapproval from the Board, WCCI shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates. (e) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly ownengage, operateemploy or compensate, developor cause any person with which Executive may be affiliated, constructto engage, manage employ or participate in compensate, any employee of the Company or any of its affiliates. (f) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, developmentwhether through stock holding or otherwise, constructionof an interest in a business, operation firm or management entity; provided, that ownership of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, less than 5% of any class of equity interest in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions a publicly held company shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than deemed a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the TerritoryProprietary Interest. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a Each Seller that owns at least five percent (5%) interest of the total outstanding Shares as of the date of this Agreement (each such Seller, a “Principal Seller”), agrees and acknowledges that in order to assure the Purchaser that the Business will retain its value as a going concern, it is necessary that such party undertake not to utilize its special confidential knowledge of the Business, the Company and its Subsidiaries and its relationship with clients or customers to compete with the Purchaser. Each Seller further agrees and acknowledges that the Business could be irreparably damaged if such party were to engage in a legal entity business that ownssells, developsmanufactures or distributes premium products that are similar to the products in similar pricing categories that the Company and its Subsidiaries sell, constructsmanufacture or distribute as of the date of this Agreement, operates including without limitation, any of the companies set forth on Schedule 4.1 (irrespective as to whether such companies listed on Schedule 4.1 sell, manufacture or manages distribute premium products) (a “Competing Business”). Therefore, as a significant inducement to the Purchaser to enter into and perform its obligations under this Agreement and to acquire the Shares, each Principal Seller agrees that for a period of three (3) years after the Closing Date (the “Non-Competition Period”), no such party nor any restaurant engaged of its successors, assigns or Affiliates shall, anywhere in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCIworld, without the prior written consent of WCCI, NYBE shall not directly or indirectly indirectly, either for themselves or any other person, engage in, own, operate, developmanage, constructcontrol, manage invest in or participate in any manner or permit their names to be used by, act as a consultant or advisor to, render services for (alone or in association with any person), or otherwise assist in any manner any person that engages in or owns, operates, manages, controls, invests in or participates in, any Competing Business. (ii) Notwithstanding the ownershipforegoing, developmenteach Seller shall be permitted to invest in stock, constructionbonds, operation or management other securities of quick service fresh-Tex Mexican restaurants located any public corporation so long as it is not involved in the Territory. Fbusiness of such corporation and provided (i) The restrictions such stock, bonds, or other securities are listed on NYBE set forth any national or required exchange; and (ii) its investment does not exceed, in Section 3.10(E) shall also apply to the case of any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason class of NYBE owning less than a capital stock of any issuer, five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view percent of the circumstances under which this Agreement is executed issued and that such restrictions are necessary to protect outstanding shares, or in the legitimate interests case of bonds or other securities, five (5%) percent of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents aggregate principal amount thereof issued and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedoutstanding. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. (i) Seller and Parent each acknowledge that reasonable limits on their respective abilities to engage in activities competitive with Buyer in operation of the Business after Closing are warranted to protect Buyer's investment in acquiring same. Accordingly, Seller and Parent each covenant and agree that, commencing on the Closing Date and ending on the date that is five (5) years thereafter, none of Seller, Parent and the Seller Affiliates, whether directly or indirectly, through any Affiliate, partnership, licensee, joint venture or agent, or as a partner, owner, manager, operator, advisor, agent or consultant of or to any Person, (A) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operatedesign, develop, constructmanufacture, manage market, sell or participate license any product or provide any service anywhere in the ownershipworld that is competitive with any product designed, developed (or under development), constructionmanufactured, operation sold or management of license or any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified provided by the then current ▇▇▇▇▇▇▇ Well Map, published Business as conducted by Seller and/or Parent within five (5) years preceding the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and Closing Date or (B) shall also apply engage anywhere in the world in any business competitive with the Business as conducted by Seller and/or Parent as of or within five (5) years preceding the Closing Date. Notwithstanding the foregoing, nothing herein shall prevent Seller, Parent, or any Seller Affiliate from (1) owning the Series A Units issued to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject Parent pursuant to the following exceptions: iterms of this Agreement or (2) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning investing as a less than a five percent (5%) interest shareholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system in which Seller, Parent, or such Seller Affiliate does not, directly or indirectly, exercise any operational or strategic control or otherwise participate in its management or operation. Notwithstanding anything to the contrary contained herein and for the sake of clarity, nothing in this Section 6.07(a)(i) shall be construed, deemed, or interpreted as restricting Parent, Seller or any Seller Affiliate from (X) engaging in the business of providing surface treatment processes and/or coatings for performance improvement outside the biomedical (including orthodontic and dental) fields or (Y) engaging in research and development activities with respect to surface treatment processes and/or coatings technologies for use outside the biomedical (including orthodontic and dental) fields that incidentally may also have application in the biomedical field, provided that such developed process or technology is not manufactured, marketed, distributed, sold or provided as a service by Seller, Parent and/or any Seller Affiliate in a legal entity manner that ownsis competitive with the Business. (ii) Buyer acknowledges that reasonable limits on ability to engage in activities competitive with Seller and Parent in operation of the Parent Business after Closing are warranted to protect their respective continuing business interests. Accordingly, developsBuyer covenants and agrees that, constructscommencing on the Closing Date and ending on the date that is five (5) years thereafter, operates Buyer, whether directly or manages indirectly, through any restaurant engaged in the sale Affiliate, partnership, licensee, joint venture or agent, or as a partner, owner, manager, operator, advisor, agent or consultant of bagels or bagel related products; Eto any Person, (A) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operatedesign, develop, constructmanufacture, manage market, sell or participate license any product or provide any service anywhere in the ownershipworld that is competitive with any product designed, developed (or under development), constructionmanufactured, operation sold or management of quick licensed or any service fresh-Tex Mexican restaurants located in provided by the Territory. FParent Business within five (5) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(Eyears preceding the Closing Date and (B) shall not be considered violated by reason engage anywhere in the world in any business competitive with the Parent Business as of NYBE or within five (5) years preceding the Closing Date. Notwithstanding the foregoing, nothing herein shall prevent Buyer or any Buyer Affiliate from (1) owning shares of common stock of Parent, or (2) investing as a less than a five percent (5%) interest shareholder in the securities of any company listed on a legal entity that ownsnational securities exchange or quoted on an automated quotation system in which Buyer does not, developsdirectly or indirectly, constructsexercise any operational or strategic control or otherwise participate in its management or operation. Notwithstanding anything to the contrary contained herein and for the sake of clarity, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth nothing in this Section 3,10 are founded on valuable consideration 6.07(a)(ii) shall be construed, deemed, or interpreted as restricting Buyer or any Buyer Affiliate from (X) engaging in the business of providing surface treatment processes and/or coatings for performance improvement outside the consumer electronics field or (Y) engaging in research and are reasonable development activities with respect to surface treatment processes and/or coatings technologies for use outside the consumer electronics field that incidentally may also have application in duration and geographic area in view of the circumstances under which this Agreement is executed and consumer electronics field, provided that such restrictions are necessary to protect developed process or technology is not manufactured, marketed, distributed, sold or provided as a service by Buyer and/or any Buyer Affiliate in a manner that is competitive with the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedParent Business. I(iii) Each party acknowledges Apart from Parent and agrees that irreparable injury may result Seller refraining to compete with the other party and/or a Project Entity if Business, and Buyer refraining to compete with the other party breaches any covenant contained Parent Business as provided in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions nothing in this Agreement shall be construed, deemed, or interpreted as restricting either Party from engaging in other areas of this Section 3.10business or commercial activities.

Non-Competition. AThe Executive agrees that during the Term of his or her employment with the Employer and for a period of twenty-four (24) During months after Executive’s termination of employment with the period in which Employer for any reason (the Project Entity is a licensee of WCCI“Restricted Period”), without the prior written consent of NYBEExecutive will not, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located anywhere within the Designated Market Area Restricted Territory, engage in Competition with any member of the USF Group. For purposes of this Agreement, “Competition” shall mean (a) owning, operating, or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and controlling (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall other than as a passive owner of not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less more than a five percent (5%) interest in of the outstanding stock of any class of a legal corporation) any entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not competes directly or indirectly ownwith any product line of or service of the type and/or character offered by or competitive with the USF Group as of the termination of Executive’s employment and which is material to the Present Business (a “Competitor”) or (b) holding any position for a Competitor or engaging in any activities for a Competitor as an employee, operateagent, developconsultant, constructindependent contractor, manage or participate in any other capacity if such position or activities involve: (i) responsibilities similar to responsibilities Executive had or performed for Employer during the Term; (ii) supervision of employees or other personnel in the ownershipprovision of services that are similar to or competitive with those offered or provided by the USF Group during the Term; (iii) development or implementation of strategies or methodologies related to the provision of services similar to or competitive with the services offered or provided by the USF Group during the Term; or (iv) responsibilities in which Executive would utilize or disclose Confidential Information, developmentprovided, constructionthat, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) such restriction shall also not apply to any entities a food manufacturing company or Persons directly business, food retail company or indirectly controlled by NYBE. G) The restrictions set forth business or other supplier not engaged primarily in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesfoodservice distribution. In the event that any provision For purposes of this Section 3.10 is Agreement, “Restricted Territory” shall mean the following geographic territory to the maximum extent determined to be invalid reasonable by any arbitrator or a court of competent jurisdiction, : (i) all counties or parishes in the provisions state(s) in which Executive was employed by the Employer during the Term; (ii) all counties or parishes included within any US Foods Region that Executive directly or indirectly managed during the Term; and (iii) all states in the United States of this Section 3.10 shall be deemed to have been amended end America in which the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so USF Group conducts business as to eliminate or modify any such invalid provision and to carry out of the intent date of this Section 3.10 to render the terms termination of this Section 3.10 enforceable in all respects as so modified. I) Each party Executive’s employment with the Employer. The Executive acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained geographic restrictions in this Section 3.10 6.3 are reasonable and that necessary because, during the remedy at law for Term, the breach of any such covenant Executive will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition exposed to such other remedies Confidential Information and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10customer relationships on a nationwide basis.

Non-Competition. A) During In consideration for the period in which protections provided to the Project Entity is a licensee Executive under this Agreement, the Executive agrees that from the Date of WCCITermination until the first anniversary thereof (the “Covenant Period”), without the prior written consent Executive will not, except for the practice of NYBElaw, WCCI shall not directly or indirectly indirectly, own, manage, operate, develop, construct, manage control or participate in the ownership, development, constructionmanagement, operation or management control of, or be connected as an officer, employee, partner, director or otherwise with, or (other than through the ownership of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less more than a five percent (5%) of the voting stock of any publicly held corporation) have any financial interest in, or aid or assist anyone else in the conduct of, a business which at the time of such termination competes in the United States with a business conducted by the Company or any group, division, parent or subsidiary of the Company (“Company Group”) as of the Date of Termination. Notwithstanding the foregoing, the Executive’s employment by a business that competes with the business of the Company or its parent, or the retention of the Executive as a consultant by any such business shall not violate this Section 9(b) if the Executive’s duties and actions for the business are solely for groups, divisions or subsidiaries that are not engaged in a legal entity business that owns, develops, constructs, operates competes with a business conducted by the Company or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesits parent. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 No business shall be deemed to have been amended end be a business conducted by the parties agree Company or its parent unless the Company or its parent was engaged in the business as of the Date of Termination and continues to execute be engaged in the business and at least twenty-five percent (25%) of the Company’s or its parent’s consolidated gross sales and operating revenues, or net income, is derived from, or at least twenty-five percent (25%) of the Company’s or its parent’s consolidated assets are devoted to, such business and no business shall be deemed to compete with a business conducted by the Company or its parent unless at least twenty-five percent (25%) of the consolidated gross sales and operating revenues, or net income, of any documents and take whatever action consolidated group that includes the business, is necessary to evidence such amendmentderived from, so as to eliminate or modify any such invalid provision and to carry out at least twenty-five percent (25%) of the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach consolidated assets of any such covenant will be inadequate. Thereforeconsolidated group are devoted to, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10business.

Non-Competition. A(a) During the period Restricted Period (as defined below), the Employee will not, in which the Project Entity is a licensee of WCCIApplicable Territory (as defined below), without the prior written consent of NYBE, WCCI shall not directly or indirectly ownindirectly, operatewhether as an owner, developpartner, constructofficer, manage director, employee, consultant, investor, lender or participate otherwise, except as the passive holder of not more than 1% of the outstanding stock of a publicly-held company, engage or assist others in the ownership, development, construction, operation engaging in any business or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity enterprise that ownsresearches, develops, constructsmanufactures, operates markets, licenses, sells or manages provides any restaurant engaged product or service that competes with any product or service researched, developed, manufactured, marketed, licensed, sold or provided, or actively being planned to be researched, developed, manufactured, marketed, licensed, sold or provided by the Company in the sale ophthalmic space (a “Competitive Company”), if the Employee would be performing job duties or services for the Competitive Company that are of bagels a similar type that the Employee performed for the Company at the time of the Employee’s termination from the Company or bagel related products; Eany time during the last two (2) During years of the period in which Employee’s employment. As a senior leader for the Project Entity is a licensee of WCCICompany, without the prior written consent of WCCIEmployee acknowledges and agrees that, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view performance of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect Employee’s duties for the legitimate interests Company (including without limitation, assisting the Company with its overall business strategy), the Employee will be involved in all aspects of the partiesCompany’s business and operations. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdictionAccordingly, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party Employee acknowledges and agrees that irreparable injury may result to undertaking any leadership role in a Competitive Company would constitute performing job duties or services of a similar type that the other party and/or a Project Entity if Employee performed for the other party breaches any covenant contained in Company. Notwithstanding the foregoing, this Section 3.10 and that 3(a) shall not preclude the remedy at law for Employee from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional Competitive Company (a “Division”) if: (i) the breach of any such covenant will be inadequate. ThereforeDivision by which the Employee is employed, if any party shall engage in any act in violation of any of or to which the provisions Employee provides services, is not competitive with the Company’s business (within the meaning of this Section 3.103(a)), and (ii) the other party shall be entitledEmployee does not provide services, in addition to such other remedies and damages as may be available to either directly or both of them at law or under this Agreementindirectly, to injunctive relief to enforce any other division or operating unit of such multi­ divisional Competitive Company that is competitive with the provisions Company’s business (within the meaning of this Section 3.103(a)).

Non-Competition. AExecutive acknowledges that he has been provided and will continue to be provided trade secret information of the Company in connection with his duties as an employee and officer of the Company. In order to prevent the misuse of trade secret information and in consideration of a portion of the payments being provided to Executive under Sections 3.B(ii), (iii) During and (vi) and a portion of the period accelerated vesting provided under Sections 3.B.(v) and 3.C, Executive agrees that throughout the Restricted Period, Executive shall not, anywhere in which the Project Entity is world, directly or indirectly (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a licensee holder of WCCIless than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business; or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of NYBEthe Company, WCCI shall not any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly owncompetes in any material manner with the Business. For purposes of this Section 13, operatethe term “Business” shall refer to the business of the Company as then presently conducted and as conducted on the Date of Termination. As of the date of this Agreement, developthe business of the Company, constructgenerally, manage or participate in involves the ownership, development, constructionmanufacture and distribution of medical equipment for treating, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCIdiagnosing, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service freshand managing sleep-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) disordered breathing and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees other respiratory disorders. Executive acknowledges that the restrictions set forth in this Section 3,10 are founded on valuable consideration section 13.A. do not have the effect of preventing him from practicing his profession, trade or business, and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesthey do not impose a financial hardship upon him. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and Executive agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitledthat, in addition to such any other remedies and damages as may be available to either or both the Company under applicable law, in the event of them at law or under this Agreement, to injunctive relief to enforce the provisions a breach of this Section 3.10.13.A.: (1) Executive shall immediately return (or otherwise pay) to the Company the twenty percent (20%) of the payments made under Sections 3.B(ii), (iii) and (vi); and (2) twenty percent (20%) of all unexercised options, all shares of restricted stock and all other equity awards vested pursuant to Sections 3.B.(v) and 3.C shall be surrendered by Executive and cancelled (or as to shares sold, the then current value of such shares shall be paid by Executive to the Company; and (3) with respect to twenty percent (20%) to any options vested pursuant to Section 3.B(v) and 3.C that were exercised, Executive shall pay to the Company an amount equal to the difference between the exercise price and the closing price of such shares on the date of exercise multiplied by the number of shares subject to the options exercised. Executive acknowledges that twenty percent (20%) of the payment required under Sections 3.B (ii), (iii) and (vi) and twenty percent (20%) of the accelerated vesting provided for under Section 3.B(v) and 3.C are provided to executive solely in exchange for his agreement under this Section 13.A.

Non-Competition. (a) From the Closing until the earlier to occur of the third anniversary of the Closing and a Seller Change of Control Event (the “Non-Compete Period”), Seller shall not, and shall cause its controlled Affiliates not to, directly or indirectly, engage in any Competing Business, or own, manage, operate or control any person engaged in a Competing Business. For purposes of this Section, (x) “Competing Business” shall mean the marketing and/or sale, or manufacturing for sale, of any Competing Product; (y) “Competing Product” shall mean any wound care dressing or professional non-pharmaceutical skin care product for wound care, ostomy system or device, or acute fecal incontinence system or device; provided that none of the following shall be a Competing Product: (A) During the period in which the Project Entity any product that is a licensee of WCCItargeted for pediatric use marketed, without the prior written consent of NYBEsold, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified developed and/or manufactured by the then current Seller’s ▇▇▇▇ ▇▇▇▇▇▇▇ Well Mapdivision including, published by the A.Cbut not limited to, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and pediatric use; (B) any professional skin care products manufactured, distributed, marketed or sold in connection with any business of Seller and its controlled Affiliates other than the ConvaTec business and (C) any pharmaceutical, over-the-counter or other product (including, but not limited to, dermatological products and any device, active pharmaceutical ingredient, excipient, intermediate or any other ingredient) sold and/or developed (or in development) and/or manufactured for sale as of the date of this Agreement by Seller or any Affiliate of Seller other than any Product or any other product marketed and/or sold as of the Closing Date under a Brand name; and (z) “Seller Change of Control Event” shall also apply mean any tender offer, merger, consolidation or other transaction, as a result of which Seller becomes a subsidiary of any person or the shareholders of Seller as of immediately prior to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged such transaction hold, in the sale of bagels or bagel related productsaggregate, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five fifty percent (550%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that outstanding shares of Seller (or the successor in such restrictions are necessary transaction, if applicable) entitled to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined vote on matters to be invalid determined by any arbitrator the shareholders of Seller (or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Thereforesuccessor, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10applicable).

Non-Competition. A) During Employee's employment by the Company and for a period in which of 1 year following the Project Entity termination of Employee's employment with the Company for any reason, whether such termination is a licensee of WCCIvoluntary or involuntary, with or without the prior written consent of NYBEcause, WCCI shall Employee will not directly or indirectly ownindirectly, operateeither as principal, developagent, constructemployee, manage consultant, officer, director, stockholder, lender or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptionsother capacity: i(a) Such restrictions engage in or have a financial interest in any business which is competitive with the business of the Company; provided, however, that nothing contained herein shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in preclude the sale of bagels Employee from purchasing or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest of the stock or other securities of any company with publicly-held securities; or (b) contact or solicit any employee, consultant, independent contractor, or agent of the Company with the intention or effect of encouraging such party to terminate his or her employment, agency or other relationship, as applicable, with the Company; or (c) contact or otherwise solicit, accept business from, or compete for existing or prospective customers or suppliers, licensors or licensees, franchisors or franchisees of the Company with the intention or effect of encouraging such party to terminate or reduce the volume of its business with the Company or to place any portion of its business elsewhere. For the purposes hereof, a business will be deemed competitive with the business of the Company or in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged competition with the Company if it is carried on anywhere in the United States and Canada or other parts of North America and if it involves the performing of services and/or the production, manufacture, distribution, sale or development of bagels any product similar to services performed or bagel related products; Eproducts produced, manufactured, distributed, sold or developed or being developed by the Company relating to the development of Web sites or applications accessible over the Internet for local and state governments or for not-for-profit entities (the "Work Scope") During and/or the licensing of any process or technology similar to those utilized, developed or being developed by the Company during the period in which Employee is employed or otherwise affiliated with the Project Entity is Company. Determination of whether services are within the Work Scope shall be solely within the reasonable discretion of the Company's Board of Directors, whose decisions will be final and binding, absent a licensee non-appealable final order by a court with jurisdiction that such Board of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby Directors acted unreasonably. Employee acknowledges and agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view strict enforcement of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable Agreement is necessary for the purpose of ensuring the preservation, protection and continuity of the business, trade secrets and goodwill of the Company and that, in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to furtherance of such purpose, the other party and/or a Project Entity if the other party breaches any covenant contained in prohibition against competition imposed by this Section 3.10 1 is narrow, reasonable and that the remedy at law for the breach of fair. If any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions part of this Section 3.101 should be determined by a court of competent jurisdiction to be unreasonable in duration, the other party geographic area, or scope, then this Agreement is intended to and shall be entitledextend only for such period of time, in addition such area and/or with respect to such other remedies and damages activities as may are determined to be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10reasonable by such court.

Non-Competition. A) During the period in which Term of Employment and the Project Entity is a licensee of WCCIPost-Termination Restricted Period, without the prior written consent of NYBEExecutive shall not, WCCI shall not directly or indirectly ownengage in, operatehave any equity interest in, developor manage, constructprovide services to or operate any Person (whether as director, manage officer, employee, agent, representative, partner, member, security holder, consultant or participate otherwise) that engages in the ownershipany business, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own(through a subsidiary or otherwise), operatewhich competes with the Business within the United States of America or any other jurisdiction in which any member of the Company Group engages in business, developderives a material portion of its revenues or has demonstrable plans to commence business activities; provided, constructthat during the Post-Termination Restricted Period (i) “Business” shall refer only to business activities related to lines of business that the Company Group then-currently engages in or has demonstrable plans to engage in as of Executive’s termination of employment and (ii) solely in any geographic areas of operation in which any member of the Company Group engages in business, manage derives a material portion of its revenues or participate has demonstrable plans to commence business activities in as of Executive’s termination of employment. Notwithstanding the foregoing, (A) Executive may purchase or otherwise own up to (but not more than) 2.00% of any class of securities of any enterprise (but without otherwise participating in the ownership, development, construction, operation activities of such enterprise) if such securities are listed on any national or management regional securities exchange or have been registered under Section 12(g) of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) Securities Exchange Act of 1934 and (B) nothing herein shall also apply to any entities or Persons prevent Executive from directly or indirectly controlled by WCCI. Dengaging in, having any equity interest in, or managing, providing services to or otherwise operating any Person that primarily engages in an upstream oil and gas business (i.e., the exploration and production of oil and gas) The restrictions set forth or a midstream oil and gas business (i.e., gathering, processing, treating, transportation or distribution of oil and gas), in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning each case so long as less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates % of the revenues of such business are derived from the provision of services or manages any restaurant engaged in the sale of bagels or bagel equipment related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to contract compression to any entities or Persons directly or indirectly controlled by NYBEthird Persons. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. During Executive's employment and in the event of termination of Executive's employment by either ITG or Executive, for any reason, Executive shall not (except as an officer, director, employee, agent or consultant of the Company) during the two (2) year period following the Termination Date, directly or indirectly, (A) During the period in which the Project Entity is a licensee of WCCIown, without the prior written consent of NYBE, WCCI shall not directly or indirectly ownmanage, operate, developjoin, constructor have a financial interest in, manage control or participate in the ownership, development, constructionmanagement, operation or management control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with any business or enterprise that is actively engaged in any business in competition with ITG in the Restricted Industry within the Restricted Territory; provided that the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than one percent (1%) of any restaurant class of securities of any corporation which is engaged in the sale of bagels or bagel related products located any business in the Territory. Restricted Industry, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided, further, that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any of the foregoing; (B) During the period other than as provided in which the Project Entity is a licensee of WCCISection 9.4(E), without the prior written consent of NYBEown, WCCI shall not directly or indirectly ownmanage, operate, developjoin, constructor have a financial interest in, manage control or participate in the ownership, development, constructionmanagement, operation or management of quick service fresh-Tex Mexican restaurantscontrol of, located within or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with any Prohibited Employer; provided that the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions foregoing restriction shall not be considered violated construed to prohibit the ownership by reason Executive of WCCI owning and/or constructing not more than one percent (1%) of any restaurant engaged class of securities of any corporation which is a Prohibited Employer, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the sale over-the-counter market, provided, further, that such ownership represents a passive investment and that neither Executive nor any group of bagels or bagel related productspersons including Executive in any way, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not either directly or indirectly ownindirectly, operate, develop, construct, manage manages or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach exercises control of any such covenant will be inadequate. Thereforecorporation, if guarantees any party shall engage of its financial obligations, otherwise takes part in any act in violation of its business other than exercising his rights as a shareholder, or seeks to do any of the provisions foregoing; or (C) solicit or call upon, divert or take away any Restricted Customers for purposes of conducting a competing business in the Restricted Industry. Notwithstanding anything in this Agreement to the contrary, at any time during the two-year period following the Termination Date, Executive may accept an offer of employment from a Tier 1 Customer if (i) ITG waives the Executive's obligations under this Section 3.10or (ii) Executive and the Tier 1 Customer from whom Executive has an offer of employment agree in writing that Executive will not have any duties, the other party shall be entitled, in addition authority or responsibilities with respect to such other remedies and damages as may be available to either or both any denim-related business of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10that Tier 1 Customer.

Non-Competition. A(a) During The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the period Company, he will not during the Employment Period: participate in, be employed in which the Project Entity is a licensee of WCCIany capacity by, without the prior written consent of NYBEserve as director, WCCI shall not consultant, agent or representative for, or have an interest, directly or indirectly ownin, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant enterprise which is engaged in the sale business of bagels developing, licensing, or bagel related selling technology, products located in or services which are directly competitive with the Territory. B) During Business of the period in which Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the Project Entity is a licensee of WCCIbona fide intent to market same, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well MapCompany or any of its Subsidiaries at the time in question; provided, published by the A.Chowever, ▇▇▇▇▇▇▇ Company, that interests in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any publicly-traded entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning that constitute less than a five percent (5%) interest in a legal entity that ownssuch entities, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Executive agrees that, for a period of twelve (12) months after the end of the Executive’s employment by the Company, the Executive shall not (1) own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons either directly or indirectly controlled by NYBE. G) The restrictions set forth or through or in Section 3.10(E) shall not be considered violated by reason conjunction with one or more members of NYBE owning less his or his spouse’s family or through any trust or other contractual arrangement, a greater than a five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company; provided, however, that employment or service as a legal entity consultant, agent or representative shall not be subject to the foregoing limitation in this Section 17(b) to the extent that ownssuch employment or service would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, developswith the bona fide intent to market same, constructsby the Company or any of its Subsidiaries. (c) Executive further agrees, operates for twelve (12) months following the end of the Executive’s employment by the Company, to refrain from directly or manages indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any quick service fresh-Tex- Mexican restaurants;such solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. H(d) Each party Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company, that he will not, directly or indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view Company upon any breach of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges 17 by the Executive, and the Executive therefore agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitledCompany, in addition to such recovering on any claim for damages or obtaining any other remedies and damages as remedy available at law, also may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions terms of this Section 3.1017 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. A(a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates. (b) During the period Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its affiliates or in which any way injuring the Project Entity interests of the Company or any of its affiliates and the Company and its affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 9, nothing herein shall preclude the Company and its affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 8(b), the term “Competitor” means any enterprise or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or then proposed to be conducted, by the Company and its affiliates in a licensee manner that is or would be material in relation to the businesses of WCCIthe Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services). During the Restricted Period, Executive, without prior express written approval by the prior written consent of NYBEBoard, WCCI shall not (A) engage in, or directly or indirectly own(whether for compensation or otherwise) manage, operate, developor control, construct, manage or join or participate in the ownership, development, constructionmanagement, operation or management control of a Competitor, in any restaurant engaged capacity (whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the sale development, expansion or promotion of, any division of bagels an enterprise or bagel related products located the business intended to become a Competitor at any time after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally and internationally and agrees that the provisions in the Territoryforegoing sentence shall operate throughout the United States and the world (subject to the definition of “Competitor”). B(c) During the period in which the Project Entity is a licensee of WCCIRestricted Period, Executive, without the express prior written consent of NYBEapproval from the Board, WCCI shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly ownengage, operateemploy or compensate, developor cause any person with which Executive may be affiliated, constructto engage, manage employ or participate in compensate, any employee of the Company or any of its affiliates. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, developmentwhether through stock holding or otherwise, constructionof an interest in a business, operation firm or management entity; provided, that ownership of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, less than 5% of any class of equity interest in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions a publicly held company shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than deemed a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the TerritoryProprietary Interest. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) During the term of his employment with the Corporation, and for a period of two (2) years (one (1) year if the Funding does not occur) following the termination, for any reason whatsoever, of his employment therewith, Scientist will not (i) own or have any interest, directly or indirectly, in, or act as an officer, director, agent, employee, or consultant of, or assist in any way or in any capacity, any person, firm, association, partnership, corporation, or other entity which is in competition with the Project Entity is a licensee of WCCI, without Corporation; (ii) divert or attempt to divert any business from the prior written consent of NYBE, WCCI shall not Corporation; or (iii) directly or indirectly ownentice, operateinduce or in any manner influence any person who is, developor shall be, construct, manage or participate in the ownershipservice of the Corporation to leave such services for the purpose of engaging in a business, developmentor being employed by or associated with any person, constructionfirm, operation association, partnership, corporation or management of any restaurant engaged other entity, which is in competition with the Corporation. The Scientist's obligations under this Subsection (a) shall terminate in the sale event the Corporation terminates this Agreement prior to its expiration for any reason other than an Act of bagels or bagel related products located in the TerritoryMisconduct. B(b) During Scientist agrees that upon termination of his employment with the period in which Corporation he will deliver to the Project Entity is a licensee Corporation all books, records, lists or suppliers and customers, samples, price lists, brochures and other property belonging to the Corporation or relating to the business of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurantCorporation. C(c) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply Scientist agrees that he will not at any time during or after his employment with the Corporation reveal, divulge or make known to any entities person, firm or Persons directly corporation any knowledge or indirectly controlled by WCCIinformation or any facts concerning any suppliers, customers, methods, processes, developments, schedules, lists or plans of or relating to the business of the Corporation and will retain all knowledge and information which he has acquired or which he will acquire during his employment therewith relating to such supplier, customers, methods, processes, developments, schedules, lists and plans and the business of the Corporation in trust in a fiduciary capacity for the sole benefit of the Corporation, its successors or assigns. D(d) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event any court shall finally hold that the time or any other provision of this Section 3.10 is determined 9 constitutes an unreasonable restriction --------- against the Scientist, Scientist agrees that the provision hereof shall not be rendered void but shall apply as to be invalid by any arbitrator such time, territory, and other extent as such court may judicially determinate or court of competent jurisdiction, indicate constitutes a reasonable restriction under the circumstances involved. (e) The provisions of for this Section 3.10 9 shall be deemed to have been amended end survive the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent termination of this Section 3.10 to render --------- the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges Agreement and agrees that irreparable injury may result shall run to and inure to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any benefit of the provisions of this Section 3.10Corporation, the other party shall be entitled, in addition to such other remedies its successors and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10assigns.

Non-Competition. A(a) From the date hereof while employed by a Company Entity and for a period following the date Executive ceases to be employed by any Company Entity (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status or former status with any Company Entity or any of its Affiliates (and in the case of former status, for the direct or indirect benefit of any Competitor) to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship or prior relationship to the Company. (b) During the period Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or in which any way injuring the Project Entity interests of the Company and the Company shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 5.2, nothing herein shall preclude the Company or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 5.1, the term “Competitor” means any enterprise or business that is engaged or plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or planned or proposed to be conducted at any time during the Restricted Period, by the Company in a licensee manner that is or would be material in relation to the businesses of WCCIthe Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company manufactures, produces, sells, leases, rents, licenses or other provides its products or services). During the Restricted Period, Executive, without prior express written approval by the prior written consent of NYBEBoard, WCCI shall not (A) engage in, or directly or indirectly own(whether for compensation or otherwise) manage, operate, developor control, construct, manage or join or participate in the ownership, development, constructionmanagement, operation or management control of any restaurant engaged a Competitor, whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise or (B) develop, expand or promote, or assist in the sale development, expansion or promotion of, any division of bagels an enterprise or bagel related products located the business intended to become a Competitor at any time during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the Territoryforegoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on behalf of the Company during Executive’s employment, the United States and any other country in the world in which the Company operated or operates during the Restricted Period (subject to the definition of “Competitor”). B(c) During the period in which the Project Entity is a licensee of WCCIRestricted Period, Executive, without the express prior written consent of NYBEapproval from the Board, WCCI shall not solicit any members or the then-current suppliers, clients or customers of the Company for any existing business of the Company or discuss with any employee of the Company information or operations of any business intended to compete with the Company. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or solicit or induce any person who is an employee of the Company to terminate any relationship such person may have with the Company, nor shall Executive during such period directly or indirectly ownengage, operateemploy or compensate, developor cause or permit any Person with which Executive may be Affiliated, constructto engage, manage employ or participate in compensate, any employee of the Company. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, developmentwhether through stock holding or otherwise, constructionof an interest in a business, operation firm or management entity; provided, that ownership of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, less than 5% of any class of equity interest in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions a publicly held company shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than deemed a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the TerritoryProprietary Interest. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) From the date hereof while employed by a Company Entity and for a [• year/month]26 period following the date Executive ceases to be employed by any Company Entity (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status or former status with any Company Entity or any of its Affiliates (and in the case of former status, for the direct or indirect benefit of any Competitor) to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship or prior relationship to the Company. (b) During the period Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or in which any way injuring the Project Entity interests of the Company and the Company shall not make or authorize any Person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 5.2, nothing herein shall preclude the Company or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 5.1, the term “Competitor” means any enterprise or business that is engaged or plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or planned or proposed to be conducted at any time during the Restricted Period, by the Company in a licensee manner that is or would be material in relation to the businesses of WCCIthe Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company manufactures, produces, sells, leases, rents, licenses or other provides its products or services). During the Restricted Period, Executive, without prior express written approval by the prior written consent of NYBEBoard, WCCI shall not (A) engage in, or directly or indirectly own(whether for compensation or otherwise) manage, operate, developor control, construct, manage or join or participate in the ownership, development, constructionmanagement, operation or management control of any restaurant engaged a Competitor, whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise or (B) develop, expand or promote, or assist in the sale development, expansion or promotion of, any division of bagels an enterprise or bagel related products located the business intended to become a Competitor at any time during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the Territoryforegoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on behalf of the Company during Executive’s employment, the United States and any other country in the world in which the Company operated or operates during the Restricted Period (subject to the definition of “Competitor”). B(c) During the period in which the Project Entity is a licensee of WCCIRestricted Period, Executive, without the express prior written consent of NYBEapproval from the Board, WCCI shall not solicit any members or the then-current suppliers, clients or customers of the Company for any existing business of the Company or discuss with any employee of the Company information or operations of any business intended to compete with the Company. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or solicit or induce any Person who is an employee of the Company to terminate any relationship such Person may have with the Company, nor shall Executive during such period directly or indirectly ownengage, operateemploy or compensate, developor cause or permit any Person with which Executive may be Affiliated, constructto engage, manage employ or participate in the ownershipcompensate, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view employee of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedCompany. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(a) During Each of AMO and Allergan recognize that it possesses significant Confidential Information regarding the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, other party's research and development, constructionbusiness, operation customers and existing business practices, and that if AMO or management of any restaurant engaged in Allergan were to compete with the sale of bagels other, it would inevitably and unfairly exploit, rely on, or bagel related products located in misappropriate the Territory. B) During the period in which the Project Entity is a licensee of WCCIother party's Confidential Information. Accordingly, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI except as otherwise set forth in Section 3,10(Athis Agreement or any of the Ancillary Agreements, AMO and Allergan agree that for a period of three years from the Distribution Date: (i) no member of the Allergan Group or any Affiliate thereof shall: (A) engage in research and development regarding, nor shall it manufacture, market, sell, distribute, promote or detail, any optical medical device (other than a Delivery Device) or any product or product candidate in any of the same lines of business as those comprising the AMO Business; provided, however, that Allergan shall be permitted to manufacture, market, sell, distribute, promote or detail any product so long as such product is not currently in the AMO Business and is labeled similarly to a product currently in the Allergan Business, or (B) except pursuant to a change of control described in Section 10.02(b), acquire a joint venture or equity interest in any entity that engages in research and development regarding, or manufactures, markets, sells, distributes, promotes or details, any optical medical device (other than a Delivery Device) or any product or product candidate in any of the same lines of business as those comprising the AMO Business; and (ii) no member of the AMO Group or any Affiliate thereof shall: (A) engage in research and development regarding, nor shall also apply it manufacture, market, sell, distribute, promote or detail, any pharmaceutical or biological or any product or product candidate in any of the same lines of business as those comprising the Allergan Business, including without limitation, any Delivery Devices; provided, however, that AMO may continue to engage in research and development regarding, and manufacture, market, sell, distribute, promote and detail, any entities product or Persons directly product candidate (other than a Refresh Product or indirectly controlled by WCCIany other product containing carboxymethylcellulose sodium) which is a contact lens lubricant or rewetting drop, even though the product is indicated for irritation, discomfort, dryness, blurring, itchiness and other similar symptoms associated with contacts lens wear, so long as the product is labeled solely for use with contact lenses and so long as the product is only detailed, marketed, sold, promoted or distributed for use with contact lenses, or (B) except pursuant to a change of control described in Section 10.02(b), acquire a joint venture or equity interest in any entity that engages in research and development regarding, or manufactures, markets, sells, distributes, promotes or details, any pharmaceutical or biological or any product or product candidate in any of the same lines of business as those comprising the Allergan Business. D(b) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E10.2(a) shall also cease to apply to any entities upon the occurrence of a "change of control" of Allergan or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth AMO in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 such change in control is determined to be invalid effected by any arbitrator or court of competent jurisdictiona Person who, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition immediately prior to such other remedies change of control conducted a business involving the research and damages as may be available development, sale, marketing or distribution of a product that was substantially similar to either a product or both products used in the AMO Business or Allergan Business, respectively, immediately after the Distribution Date. For purposes of them at law or under this Agreement, "change of control" means a transaction or series of transactions whereby (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of voting stock (or other securities convertible into such voting stock) representing 45% or more of the combined voting power of all voting stock of Allergan or AMO (as the case may be); or (ii) during any period of up to injunctive relief to enforce 18 consecutive months commencing after the provisions date of this Section 3.10Agreement, Incumbent Directors shall cease for any reason to constitute a majority of the board of directors of Allergan or AMO (as the case may be); (iii) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of Allergan or AMO (as the case may be); or (iv) either Allergan or AMO (in either case, the "Merging Entity") shall have consummated a merger or other similar combination with another Person, as a result of which the stockholders of the Merging Entity immediately prior to the transaction own less than 55% of the outstanding stock of the surviving entity immediately following such transaction, or the members of the board of directors of the Merging Entity immediately prior to the transaction cease to comprise at least one third of the board of directors of the surviving entity immediately following such transaction.

Non-Competition. AExecutive acknowledges that he has been provided and will continue to be provided trade secret information of the Company in connection with his duties as an employee and officer of the Company. In order to prevent the misuse of trade secret information and in consideration of a portion of the payments being provided to Executive under Sections 3.B(ii), (iii) During and (vi) and a portion of the period accelerated vesting provided under Sections 3.B.(v) and 3.C, Executive agrees that throughout the Restricted Period, Executive shall not, anywhere in which the Project Entity is world, directly or indirectly (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a licensee holder of WCCIless than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Executive knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business; or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of NYBEthe Company, WCCI shall not any person, business, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly owncompetes in any material manner with the Business. For purposes of this Section 13, operatethe term “Business” shall refer to the business of the Company as then presently conducted and as conducted on the Date of Termination. As of the date of this Agreement, developthe business of the Company, constructgenerally, manage or participate in involves the ownership, development, constructionmanufacture and distribution of medical equipment for treating, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCIdiagnosing, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service freshand managing sleep-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) disordered breathing and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees other respiratory disorders. Executive acknowledges that the restrictions set forth in this Section 3,10 are founded on valuable consideration section 13.A. do not have the effect of preventing him from practicing his profession, trade or business, and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiesthey do not impose a financial hardship upon him. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and Executive agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitledthat, in addition to such any other remedies and damages as may be available to either or both the Company under applicable law, in the event of them at law or under this Agreement, to injunctive relief to enforce the provisions a breach of this Section 3.10.13.A.: (1) Executive shall immediately return (or otherwise pay) to the Company the twenty percent (20%) of the payments made under Sections 3.B(ii), (iii) and (vi); and (2) twenty percent (20%) of all unexercised options, all shares of restricted stock and all other equity awards vested pursuant to Sections 3.B.(v) and 3.C shall be surrendered by Executive and cancelled (or as to shares sold, the then current value of such shares shall be paid by Executive to the Company; and (3) with respect to twenty percent (20%) to any options vested pursuant to Section 3.B(v) and 3.C that were exercised, Executive shall pay to the Company an amount equal to the difference between the exercise price and the closing price of such shares on the date of exercise multiplied by the number of shares subject to the options exercised. Executive acknowledges that twenty percent (20%) of the payment required under Sections 3.B (ii), (iii) and (vi) and twenty percent (20%) of the accelerated vesting provided for under Section 3.B(v) and 3.C are provided to executive solely in exchange for his agreement under this Section 13.A.

Non-Competition. A) During From and after the period in which date hereof, the Project Entity is a licensee of WCCIExecutive will not, without except pursuant to the prior written consent of NYBEterms hereof, WCCI shall not directly or indirectly indirectly, own, manage, operate, developjoin, construct, manage finance control or participate in the ownership, development, constructionmanagement, operation or management control of, or be employed or be otherwise connected in any manner with, any business under a name similar to the name of the Company or any restaurant engaged in the sale of bagels direct or bagel related products located in the Territory. B) indirect subsidiary thereof. During the period in which Non- competition Period, the Project Entity is a licensee Executive will not (except as an officer, director, employee, agent or consultant of WCCI, without the prior written consent of NYBE, WCCI shall not Company) directly or indirectly indirectly, own, manage, operate, developjoin, constructor have a financial interest in, manage control or participate in the ownership, development, constructionmanagement, operation or management control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of quick service fresh-Tex Mexican restaurantsany products, located within or the Designated Market Area provision of any services, which the Company or Areas identified its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time during the one year immediately preceding the termination of this Agreement or (ii) any business which is similar to or competitive with the business carried on or planned by the then current ▇▇▇▇▇▇▇ Well MapCompany or its direct or indirect subsidiaries at any time during the one year immediately preceding the termination of this Agreement, published by unless the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) Executive shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without have obtained the prior written consent of WCCIthe Board, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in provided that the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) foregoing restriction shall not be considered violated construed to prohibit the ownership by reason the Executive of NYBE owning less not more than a five two percent (52%) interest of any class of securities of any corporation which is engaged in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under foregoing businesses, having a class of securities registered pursuant to Sections 12(b) or 12(g) of the 1934 Act, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a stockholder, or seeks to do any of the foregoing. For purposes of this Agreement, the Noncompetition Period shall mean the period during which the Executive is employed by the Company or any of its direct or indirect subsidiaries, and (i) the lesser of one year following termination of this Agreement or the remaining term of the Employment period if this Agreement is executed terminated by the Company for Cause or by the Executive for other than Good Reason; and that such restrictions are necessary to protect (ii) the legitimate interests of period during which the partiesExecutive is receiving Termination Payments. In Notwithstanding the foregoing, in the event that the Company terminates this Agreement other than for Cause, or if the Executive terminates this Agreement for Good Reason, the Executive may elect at any provision of this Section 3.10 is determined time after such termination, by ten days advance written notice to the Company, to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any relieved of the provisions of this Section 3.108 and Section 9. On and after such election, the other party Company shall have no further obligation to make any payments to the Executive pursuant to Section 4(d) hereof, except for such amounts as shall have been accrued prior to the date of such election. Such election shall not effect any of the rights of the Company with respect to any violation of this Section 8 or Section 9 occurring prior to such election. Notwithstanding anything hereinabove contained to the contrary, Executive shall be entitled, in addition to such other remedies and damages as may be available to either or both relieved of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.108 and Section 9 upon expiration of this Agreement (other than by reason of termination without Cause, termination with Cause or termination for Good Reason) without further renewal or extension.

Non-Competition. A(a) During From the period date hereof until the termination of the Employment Period (subject to extention as set forth below, the “Non-Competition Period”), the Executive: (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with the Company or any of its affiliates; (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company, any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, LP, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the “Company Business”); and (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment. (b) Except as required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or Windward all records and other documents obtained by her or entrusted to her during the course of her employment hereunder (together with all copies thereof) which pertain to the business of the Company or Windward or which were paid for by the Company other than the Executive’s counterparts of this Agreement and employment-related documents referred to herein. (c) The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the Project Entity Company is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant actively engaged in the sale conduct of bagels business during the Non-Competition Period. (e) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.l(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or bagel related products located 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the Territoryparticular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company and Windward, to the fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.l(b). B(f) During The covenants contained in Section 4.1(b) shall survive the period in which conclusion of the Project Entity is Executive’s employment by the Company. (g) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then-current stockholder of the Company, a licensee subsequent Non-Competition Period shall begin on the effective date of WCCIany such sale or transfer and expire on the first anniversary of such effective date; provided, without the prior written consent of NYBEhowever, WCCI that such subsequent Non-Competition Periods shall not directly or indirectly own, operate, develop, construct, manage or participate extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the ownership, development, construction, operation or management of quick service fresh“Non-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurantCompetition Period” shall be deemed to include such subsequent Non-Competition Period. C(h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved. (i) The restrictions on WCCI set forth in Section 3,10(A) Executive acknowledges and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration covenants, obligations and are reasonable in duration and geographic area in view agreements of the circumstances under which this Agreement is executed Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with the Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting the Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive. (j) The Executive acknowledges and agrees that she has and will have a prominent role in the management, and the development of the goodwill, of the Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (i) the Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with the Company and its affiliates, (ii) the covenants and restrictions contained herein are necessary intended to protect the legitimate interests of the parties. In Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) the event that any provision of this Section 3.10 is determined Executive desires to be invalid bound by any arbitrator or court of competent jurisdiction, such covenants and restrictions. (k) The Executive represents that her economic means and circumstances are such that the provisions of this Section 3.10 shall be deemed Agreement, including the restrictive covenants herein, will not prevent her from providing for herself and her family on a basis satisfactory to have been amended end her and them. (l) If the parties agree to execute Executive raises any documents and take whatever action is necessary to evidence such amendment, so question as to eliminate the enforceability of any part or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and Agreement, including, without limitation, the restrictive covenants contained herein, the Executive agrees that irreparable injury may result she will comply fully with this Agreement unless and until the entry of an award to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10contrary.

Non-Competition. A(a) During For a period of the period later of three (3) years following the Closing or the second anniversary of the termination of the Term or employment of L▇▇▇▇▇ as set forth in the Employment Agreement (the “Restricted Period”), Seller (including, without limitation, L▇▇▇▇▇ and L▇▇▇▇▇ ▇▇▇▇▇▇), which obligations are a material portion of the Project Entity consideration for the acquisition by Purchaser of the Business) shall not and shall cause its Affiliates not to engage, directly or indirectly, in any business anywhere in the United States that is a licensee engaged in research, development, techniques and technology in any manner involving or related to regeneration of WCCIfunctionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells as well as activities that involve the making, use or licensing thereof, without the prior written consent of NYBEthe Parent; provided, WCCI shall not directly or indirectly ownhowever, operatethat, developfor the purposes of this Section 5.08, construct, manage or participate in the ownership, development, construction, operation or management ownership of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less securities having no more than a five percent (5%) interest percent of the outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Section 5.08 as long as the Person owning such securities has no other connection or relationship with such competitor. (b) As a legal entity that ownsseparate and independent covenant, developsduring the Restricted Period, constructsSeller agrees with Purchaser that, operates Seller shall not, shall cause its Affiliates not to in any way, directly or manages indirectly, call upon, solicit, advise or otherwise do, or attempt to do, business with any restaurant engaged in customers of the sale of bagels Business with whom the Business or bagel related products; E) During Seller had any dealings during the period of time in which the Project Entity is Business was owned by Seller or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Business or interfere with or attempt to interfere with any officers, employees, representatives or agents of the Business or induce or attempt to induce any of them to leave the employ of Purchaser or violate the terms of their contracts, or any employment arrangements, with Purchaser; provided, however, that the foregoing will not prohibit a licensee general solicitation to the public of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territorygeneral advertising. F(c) The restrictions on NYBE set forth Restricted Period shall be extended by the length of any period during which Seller is in breach of the terms of this Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE5.08. G(d) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees Seller acknowledges that the restrictions covenants of Seller set forth in this Section 3,10 5.08 are founded on valuable consideration an essential element of this Agreement and that, but for the agreement of Seller to comply with these covenants, Purchaser would not have entered into this Agreement. (e) Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 5.08 are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed proper and that such restrictions are necessary to protect the legitimate interests of the partiesPurchaser. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 5.08 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 that such covenant shall be deemed reformed, in such jurisdiction to the remedy at law for the breach maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 5.08 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant will be inadequate. Thereforeor provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, if and any party shall engage such invalidity or unenforceability in any act jurisdiction shall not invalidate or render unenforceable such covenant or provision in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10jurisdiction.

Non-Competition. A(a) From the date hereof while employed by the Company and for a two-year period following the date Employee ceases to be employed by the Company (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Employee shall not use his or her status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him or her in the absence of his or her relationship to the Company. (b) During the period Restricted Period, Employee shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or in which any way injuring the Project Entity interests of the Company and the Company shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Employee; provided, however, that, subject to Section 4.2, nothing herein shall preclude the Company or Employee from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided further, however, that nothing herein shall prohibit the Company from disclosing the fact of any termination of Employee’s employment or the circumstances for such a termination. For purposes of this Section 4.1(b), the term “Competitor” means any enterprise or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of Employee’s employment, or then proposed to be conducted, by the Company in a licensee manner that is or would be material in relation to the businesses of WCCIthe Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services). During the Restricted Period, Employee, without prior express written approval by the prior written consent of NYBECompany, WCCI shall not (A) engage in, or directly or indirectly own(whether for compensation or otherwise) manage, operate, developor control, construct, manage or join or participate in the ownership, development, constructionmanagement, operation or management control of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ CompanyCompetitor, in which the Project Entity is operating any capacity (whether as an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and employee, officer, director, partner, consultant, agent, advisor, or otherwise), (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Employee acknowledges that the Company’s businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are operate throughout the United States and the world (subject to the following exceptions: i) Such restrictions shall not be considered violated by reason definition of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory“Competitor”). F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A) During For the period in which the Project Entity applicable Restriction Period (as that term is a licensee of WCCIdefined below), without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: iSection 5.2(b) Such restrictions hereof, Seller shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that comply with the restrictions set forth in this Section 3,10 are founded 5.2 and shall cause the Indian Seller and all other Affiliates of Seller (collectively with Seller, the “Seller Subject Parties”), to comply with the restrictions set forth in this Section 5.2. During the Restriction Period, the Seller Subject Parties shall not, directly or through any other Person acting at the direction or on valuable consideration and are reasonable behalf of any such party anywhere in duration and geographic area the world (the “Territory”) engage in view the Restricted Business in any manner or capacity (e.g., as an advisor, principal, agent, partner, member, officer, director, shareholder, employee, member of any association, or otherwise) (the “Competitive Activities”). The Seller Subject Parties shall not own, participate in the ownership of, lend money, guarantee loans, make gifts of money or other property, or otherwise lend financial or other assistance in any form to any Person engaged in, or will within the Restriction Period engage in, any of the circumstances under which this Agreement is executed and that such restrictions are necessary Competitive Activities. Notwithstanding anything to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdictioncontrary, the provisions of this Section 3.10 5.2 shall be deemed not, and is not intended to, prohibit, limit or otherwise interfere with the Selling Parties’ (or their Affiliates’) activities and business (i) conducted as of the Closing Date (other than with respect to have been amended end the parties agree Business), including any activities and business conducted with the Selling Parties (or their Affiliates’) customers, suppliers, vendors, partners, resellers or other distributors (including the customers, suppliers, vendors, partners, resellers or other distributors of the Business, to execute any documents the extent of activities and take whatever action is necessary business unrelated to evidence such amendmentthe Business), so long as to eliminate the same does not include marketing, selling, licensing, reselling or modify providing any such invalid provision products or services included within the definition of “Restricted Business,” and to carry out (ii) as a reseller of Buyer or its Affiliate’s for TEM solutions under the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Referral Agreement, to injunctive relief to enforce or other activities or business contemplated under the provisions of this Section 3.10MSA.

Non-Competition. A(i) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Mapcovenants and agrees that, published during the Transition Period and for the twenty-four (24) months following the last day of the Transition Period, she will not, in any geographic market in which ▇▇▇▇▇ worked on behalf of Lenox during the twenty-four (24) months preceding the Departure Date (including, without limitation, the United States and Canada), engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant or in any other capacity, a business competitive with that conducted by Lenox. A “business competitive with that conducted by Lenox” shall mean the A.Cdesign, development, manufacture, sale, marketing, production or distribution of the products by, if stated, the companies (and such companies’ successors or assigns, whether by merger, acquisition, sale, assignment or otherwise) identified on Exhibit D hereto. To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to 1% of the outstanding shares of a publicly-traded company) or to consult with, work in, direct or have responsibility for any area of such business, including but not limited to the following areas: operations, sales, marketing, manufacturing, procurement or sourcing, purchasing, customer service, distribution, product planning, recruiting, employee relations, research, design or development. (ii) During the Transition Period and for twenty-four (24) months following the Transition Date, ▇▇▇▇▇ certifies and agrees that she will notify the CEO of her employment or other affiliation with any business competitive with that conducted by Lenox (as defined in clause (i) above) prior to the commencement of such employment or affiliation. ▇▇▇▇▇ Companymay make a written request to the Chairman of the Board for modification of this non-competition covenant; the Chairman will determine, in which his or her sole discretion, if the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) requested modification will be harmful to Lenox’s business interests; and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view Chairman of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests Board will promptly notify ▇▇▇▇▇ in writing of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any permitted modification or of the provisions rejection of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10requested modification.

Non-Competition. A(a) During Seller will not, and shall cause its Affiliates (and any successor to the foregoing) not to, for a period of three (3) years from the Closing Date, directly or indirectly acquire or own any interest, or otherwise participate or engage, anywhere in the world, in any business active in the Textile Franchise (the Protected Activity). (b) Notwithstanding the foregoing, Seller and its Affiliates shall not be prohibited from, or restricted in: (i) purchasing products or services for use outside the Protected Activity, or marketing, selling or supplying products used by a third party not affiliated with the Seller to manufacture products within the scope of the Textile Franchise; or (ii) owning, acquiring or entering into a business combination in any manner with any entity that is engaged in the Protected Activity if, in the twelve (12) months prior to the acquisition or combination with such entity, the consolidated revenue of such entity from such activities constituted thirty-three one third percent (33 1/3%) or less of the total consolidated revenue of such entity, in which event such (combined) entity and its Affiliates shall be permitted to continue such activities; provided that Seller shall not provide such entity with any Know How or other material information relating to the Project Entity is use of such Know How or other material information in the Textile Franchise; or (iii) terminating the Designated TE Assets pursuant to Article 7.4.2(c). (c) Each Party undertakes that it shall not, and that none of its Affiliates shall, induce, or attempt to induce, any supplier of the other Party’s businesses, including, as from the Closing Date, with respect to Buyer, the TE Companies, to cease to supply, or to restrict or vary the terms of supply, to the other Party’s businesses. (d) Seller undertakes that it shall not, and that none of its Affiliates shall, for a licensee period of WCCItwo (2) years after the date of this Agreement induce, or attempt to induce, any Transferring Employee to enter into employment with any of its businesses; provided, however, that the foregoing shall not apply (i) to responses to or follow-up hiring in respect of general solicitations or advertisements for job positions not specifically directed to such employees; (ii) to any employee who (y) Buyer or any of its Affiliates dismisses after the Closing Date without any solicitation from Seller or any of the Seller’s Affiliates or (z) terminates his or her employment with Buyer without any solicitation from Seller or any of Seller’s Affiliates; or (iii) to employment with the prior written consent of NYBEBuyer. (e) Buyer undertakes that it shall not, WCCI and that none of its Affiliates shall, for a period of two (2) years after the date of this Agreement induce, or attempt to induce, any employee of Seller or its Affiliates (other than the Transferring Employees) to enter into employment in the TE Business; provided, however, that the foregoing shall not directly apply (i) to responses to or indirectly own, operate, develop, construct, manage follow-up hiring in respect of general solicitations or participate in advertisements for job positions not specifically directed to such employees; (ii) to any employee who (y) Seller or any of its Affiliates dismisses after the ownership, development, construction, operation Closing Date without any solicitation from Buyer or management any of its Affiliates or (z) terminates his or her employment with Seller without any restaurant engaged in the sale solicitation from Buyer or any of bagels its Affiliates; or bagel related products located in the Territory. B(iii) During the period in which the Project Entity is a licensee of WCCI, without to employment with the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurantSeller. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. AIn consideration of Executive’s rights under this Agreement, Executive agrees that, from and after the Effective Date and continuing until the one-year anniversary of termination or cessation of Executive’s employment with Zomax, Executive will not, alone or in any capacity with another legal entity: (i) During directly or indirectly, own any interest in, control, be employed by or associated in a material manner with, or render services to (including but not limited to services in research), any person or entity (or subsidiary, subdivision, division, or joint venture of such entity) in connection with the period design, development, manufacture, marketing, or sale of a Competitive Product that is sold or intended for distribution or sale in any geographic area in which Zomax actively markets, or in which, to the Project Entity is Executive’s knowledge acquired through his employment with Zomax, Zomax intends to actively market, a licensee Company Product of WCCIthe same general type or function; (ii) directly or indirectly, without solicit any of Zomax’s then current employees for the prior written consent purpose of NYBEhiring them or inducing them to leave their employment with Zomax; (iii) directly or indirectly, WCCI shall not solicit, attempt to solicit, interfere, or attempt to interfere with Zomax’s relationship with its then current customers or potential customers (of which Executive has knowledge acquired through his employment with Zomax), on behalf of himself or any other person or entity engaged in the design, development, manufacture, marketing, or sale of a Competitive Product; or (iv) directly or indirectly own, operatedesign, develop, constructmanufacture, manage market, or participate sell any Competitive Product that is sold or intended for distribution or sale in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view which Zomax actively markets, or in which, to the Executive’s knowledge acquired through his employment with Zomax, Zomax intends to actively market, a Company Product of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the partiessame general type or function. In the event that any provision Executive receives a payment from Zomax pursuant to Section 4.3 above, the reference to the “one-year anniversary” in the first sentence of this Section 3.10 is determined shall be changed to the “eighteen-month anniversary”. Notwithstanding the foregoing in no event shall ownership of less than four percent (4%) of the outstanding publicly-traded equity or debt securities of any issuer or less than four percent (4%) of the outstanding interests in a private equity fund, mutual fund or other pooled investment account, in each case, in which the Executive does not actively participate in the management thereof, be invalid prohibited by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified9. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. AIn consideration of the benefits of this Agreement to Sellers and Shareholder and as a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price, Sellers and Shareholder, hereby covenant and agree that for a period of five years after the Closing Date, Sellers and Shareholder shall not, and each shall cause their Affiliates (not including any family member of Shareholder) During the period in which the Project Entity is a licensee of WCCInot to, without the prior written consent of NYBE, WCCI shall not directly or indirectly indirectly, as proprietor, partner, stockholder, director, officer, employee, consultant, joint venturer, investor or in any other capacity, engage in, or own, operatemanage, developoperate or control, construct, manage or participate in the ownership, development, constructionmanagement, operation or management control, of any restaurant engaged entity which engages in the sale sale, servicing, renting, leasing, insuring or financing of bagels new or bagel related products located used Class 3 through 8 truck (not including construction equipment) in any geographical or commercial markets in which Rush or any of its Affiliates (including Purchaser) conducts business on the Closing Date; provided, however, the foregoing shall not, in any event, prohibit Sellers or Shareholder from (i) purchasing and holding as an investment not more than 1% of any class of publicly traded securities of any entity which conducts such business, so long as neither of Sellers nor Shareholder participate in any way in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, constructionmanagement, operation or management control of quick service fresh-Tex Mexican restaurantssuch entity or (ii) selling, located within the Designated Market Area leasing or Areas identified otherwise disposing of any vehicles, parts and accessories inventory or chassis kits held by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view Business as of the circumstances under which this Agreement is executed and Closing Date that such restrictions are necessary not transferred to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined Purchaser pursuant to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges Agreement. It is further recognized and agrees that irreparable injury agreed that, even though the activity may result not be restricted under the foregoing provision, for a period of five years following the Closing Date, neither Sellers nor Shareholder shall, and each shall cause their Affiliates not to, provide any services to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as person or entity which may be available to either used against, or both in conflict with the interests of, Purchaser or an Affiliate of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10Purchaser.

Non-Competition. AYou agree that for a period of twenty-four (24) During months following the period Termination Date (the “Non-Competition Period”), you will not be an owner, investor, shareholder, principal, joint venturer, partner, employee, contractor or consultant in or for, or otherwise perform services for, any enterprise, association, company, joint venture, partnership or individual that is engaged in or about to become engaged in research on or development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of a Conflicting Product (each, a “Conflicting Organization”) in the United States or in any country in which the Project Entity Imation conducts business, except that (i) you may accept employment with a Conflicting Organization whose business is a licensee of WCCIdiversified and which has separate and distinct divisions, without the provided that prior to accepting such employment, Imation shall receive separate written consent of NYBEassurances satisfactory to Imation from such Conflicting Organization and you that you will not render services, WCCI shall not directly or indirectly ownindirectly, operateto any division or department that engages in, developor otherwise in connection with, construct, manage or participate in the ownership, development, constructionmanufacture, operation marketing, sale, merchandising, leasing, servicing or management promotion of any restaurant Conflicting Product and (ii) you may serve as a director of a business entity engaged in the sale and distribution of bagels consumer products if (A) the business entity’s sale or bagel related products located in the Territory. B) During the period in which the Project Entity distribution of Conflicting Products is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly merely incidental to its primary business or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to Imation exits the business of selling and distributing consumer products. “Conflicting Product” means any entities product, process, system or Persons directly service of any person or indirectly controlled by WCCI. D) The restrictions set forth organization other than Imation, in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels existence or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, under development, constructionwhich is the same as or similar to, operation or management competes with, or has a usage allied to, a product, process, system or service that Imation researched, developed, manufactured, marketed, sold, merchandised, leased, serviced or promoted during the last three years of quick service fresh-Tex Mexican restaurants located in the Territoryyour employment with Imation. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. AEach Seller covenants and agrees for a period of 30 months following the Closing Date, that such Seller shall not, (a) During directly or indirectly, engage in any business that produces, manufactures, or distributes automotive glass, including windshields, backlites, sidelites and sunroofs for automobiles, trucks and vans to Original Equipment Manufacturers or Aftermarket customers (the period “Restricted Business”), in any territory or jurisdiction where the Company or any Company Subsidiary conducts the Restricted Business as of the date of this Agreement, or (b) disparage publicly or in the media (or privately to customers or suppliers of the Business) the Company or any Company Subsidiary, or their respective management, operations, business, products or employees; provided, that (x) the acquisition and/or ownership of up to 20% of any class of securities of any Person engaged in a Restricted Business shall not be deemed to be a violation of the provisions of the foregoing clause (a), and (y) commencing an Action, making court filings, providing testimony or documents or taking other actions necessary in connection with, or incident to, the defense or prosecution of any Action in which the Project Entity is a licensee interests of WCCIsuch Seller are adverse to Parent, without the prior written consent of NYBECompany, WCCI or any Company Subsidiary (including, any Action arising from or relating to this Agreement or the Transactions or other documents and agreements entered into in connection with the Agreement) shall not be deemed to be a violation of the provisions of the foregoing clause (b). Notwithstanding anything to the contrary contained above, this Section 9.10 is not binding on and shall not apply to: (A) any mergers and acquisitions activities (including any divestiture) involving PPG Industries, Inc. or any of its Affiliates, including the taking of an ownership interest in, all or any part of any Person or business that is engaged in a Restricted Business or including receiving a note from, or giving a loan to any entity that purchases assets and/or stock from PPG Industries, Inc. and/or its Affiliates and is, directly or indirectly ownindirectly, operateengaged in a Restricted Business, developso long as either (x) PPG Industries, construct, manage or participate Inc. and/or its applicable Affiliate does not take a direct controlling interest in the ownershipentity conducting the Restricted Business, development, construction, operation or management (y) the Restricted Business conducted by such acquired business represents less than 25% of any restaurant engaged in the sale revenues of bagels or bagel related products located in the Territory. B) During of the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and acquired business for its most recently completed fiscal year; (B) shall also apply to Affiliates or businesses of PPG Industries, Inc. at such time as they are no longer Affiliates or businesses of PPG Industries, Inc.; (C) any entities commercial transaction in the ordinary course of business (excluding mergers, acquisitions, and divestitures but including purchases and sales of products and licenses of technology) between PPG Industries, Inc. and its Affiliates or businesses and any Persons directly or indirectly controlled by WCCI. engaged in a Restricted Business; or (D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not currently held directly or indirectly ownby PPG Industries, operate, develop, construct, manage or participate Inc. in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision Belletech Corp. For purposes of this Section 3.10 is determined 9.10, a direct controlling interest means the right to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or appoint a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any majority of the provisions board of this Section 3.10, directors of the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce entity conducting the provisions of this Section 3.10Restricted Business.

Non-Competition. AIn acknowledgment of the further and additional compensation, upon termination of Employee's employment by the Company for cause (as defined in Paragraph 10.1) During or by the Employee for any reason, Employee will not, directly or indirectly, individually or in conjunction with any person, firm, partnership, corporation and/or any other entity (collectively "Entity"), whether as principal, agent, director, officer, employee, consultant, investor, shareholder, or in any other manner whatsoever, for a period in which the Project Entity is a licensee of WCCItwo (2) years, without the prior written consent of NYBE, WCCI shall not compete either directly or indirectly ownwith Company in any manner whatsoever. The following examples are listed only as identifiers of conduct, operatewhich both parties agree, developwould amount to direct and/or indirect competition and a material breach of this Agreement, constructand in no way limit the possible realm of conduct which could amount to a material breach. For example, (a) carry on, manage be engaged in, concerned, connected and/or interested in any business or participate activity in competition with the ownershipbusiness of the Company, developmentor advise, constructionlend money to, operation guarantee the debts or management of obligations of, or permit Employee's name or any restaurant part thereof to be used or employed by any Entity, engaged in competition with the sale business of bagels the Company in any of the States Company is doing business at the time of the termination of the employment relationship; (b) solicit or bagel related attempt to solicit any of the employees of the Company to enter into employment or service with any Entity described in (a) above, or (c) solicit in respect to services and/or products located in of the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified same nature as those services and products provided by the then current ▇▇▇▇▇▇▇ Well MapCompany, published any customer of the Company or any person actively solicited by the A.C, ▇▇▇▇▇▇▇ Company, Company in which any of the Project Entity States Company is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth doing business at the time of the termination of the employment relationship. Employee warrants and agrees that the covenants in Section 3,10(A) this section are reasonable and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject valid and all defenses to the following exceptions: i) Such restrictions shall not strict enforcement thereof are hereby irrevocably waived to the extent allowed by law. Further, if any court or tribunal is asked to interpret this provision and finds such provisions too broad to be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related productsenforceable, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party then Employee hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdiction, the provisions of this Section 3.10 shall be deemed interpreted to have been amended end provide the parties agree to execute any documents broadest scope and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out longest duration enforceable under the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modifiedapplicable law. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the provisions of this Section 3.10, the other party shall be entitled, in addition to such other remedies and damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10.

Non-Competition. A(i) During Executive covenants and agrees that during the period in which the Project Entity is a licensee of WCCIRestricted Period, without the prior written consent of NYBEExecutive shall not, WCCI shall not directly or indirectly ownindirectly, operateindividually or jointly, develop(1) serve as an advisor, constructagent, manage consultant, director, employee, officer, partner, proprietor or otherwise of, (2) have any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended) or (3) participate in the ownershiporganization, developmentfinancing, constructionoperation, operation management or management control of, any business engaging in Competitive Activities. The foregoing covenant shall cover Executive’s activities in every part of any restaurant engaged in the sale of bagels or bagel related products located in Restricted Area (as defined under Section 1(u) above), to the Territoryextent permitted by applicable law. B(ii) During Executive acknowledges and agrees that his fulfillment of the period obligations contained in which this Agreement, including, but not limited to, his obligation neither to use, except for the Project Entity is a licensee benefit of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, or to disclose the Company’s Confidential Information and his obligation not to compete contained in which the Project Entity subsection (b)(i) above is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or bagel related products, located outside the Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests Company’s Confidential Information and to preserve the Company’s value and goodwill. Executive further acknowledges the time, geographic and scope limitations of his obligations under subsection (b)(i) are reasonable, especially in light of the partiesCompany’s desire to protect its Confidential Information, and that Executive will not be precluded from gainful employment if he is obligated not to compete with the Company during the Restricted Period and within the Restricted Area, as described above. (iii) The covenants contained in subsection (b)(i) shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Restricted Area. In the event that any provision of this Section 3.10 is determined to be invalid by any arbitrator or court of competent jurisdictionExcept for geographic coverage, the provisions of this Section 3.10 each such separate covenant shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the identical in terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for the breach of any such covenant will be inadequatesubsection (b)(i) above. ThereforeIf, if any party shall engage in any act in violation of judicial or arbitration proceeding, a court or arbitrator refuses to enforce any of the provisions of this Section 3.10such separate covenants (or any part thereof), the other party then such unenforceable covenant (or such part) shall be entitled, in addition eliminated from this Agreement to such other remedies and damages as may the extent necessary to permit the remaining separate covenants (or portions thereof) to be available to either or both of them at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 3.10enforced.