Common use of Non-Competition Clause in Contracts

Non-Competition. Employee agrees that during the period of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants.

Non-Competition. Employee agrees that during the period of Employee's During your employment with the Company and for a period of 18 months from one (1) year thereafter (the last payment of compensation to Employee by the Company“Restricted Period”), Employee shall you will not engage in directly or participate indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business activity that competesor has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for causeRestricted Business. For purposes of this Section 8section, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses are of the Companysame or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, supplied by the business of Group and with which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive you were directly connected during your employment with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries predecessor or affiliates own about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 52.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions violation of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants7.3.

Non-Competition. Employee As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the provision of this confidential information, and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the period Restricted Period, the Executive will not, within or with respect to the geographical area of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "competeRestricted Period (the “Restricted Area”), directly or indirectly" with except in the businesses furtherance of the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or its subsidiaries in any manner engage in (x) any business (including by the Executive or affiliates if he becomes associated in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a management substitute for or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to otherwise competes with either the Company, ’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date that hereof and ending on the businesses date of termination of the Restricted Period or contemplated during such period to be carried out by the Company becomes competitive or any of its Affiliates, (y) any business (including by the Executive or in association with the business of such corporation, partnership any Person) that provides services or other enterprise products to any current or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses former customer of the Company or its subsidiaries Affiliates that are similar to or affiliates own not competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit the Executive from owning securities having no more than 52% of the outstanding voting power of any publicly traded competitor, or participating as a passive investor in a private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any class of the outstanding securities of any such corporation listed on a national securities exchange or publicly traded company engaged in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsCompany’s Business.

Non-Competition. Employee agrees that during During the Term and (i) for a three (3) year period following a termination of Employeethe Executive's employment with by the Company and for Cause or a period of 18 months from the last payment of compensation to Employee voluntary termination by the CompanyExecutive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, Employee the Executive shall not engage in or participate in any business activity that competes, directly or indirectly, with whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the businesses Company or an affiliate or successor of the Company, or its subsidiaries or affiliatesorganize, provided that Employee shall not establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be precluded from competing with the business of the Company in the event of a termination of Employee's employment used by, act as a result of a material breach by the Company of the provisions of this Agreement consultant or advisor to, render services for (alone or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8association with any person, Employee shall be deemed to "competefirm, directly corporation or indirectly" with the businesses of the Companybusiness organization), or its subsidiaries otherwise assist any person or affiliates if Employee is entity that engages in or becomes engagedowns, otherwise than at the request of the Companyinvests in, as an officeroperates, director manages or employee of, controls any venture or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the businesses of Business, anywhere in the world in which the Company or any of its subsidiaries engages or affiliates own proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not more intended to circumvent this Agreement, less than five percent (5% of any class %) of the outstanding publicly traded equity securities of any such corporation listed on competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a national securities exchange director, manager, general partner, or traded in the over-the-counter market. It is the desire and the intent similar governing official of the parties that competing enterprise other than in connection with the provisions of this Section 8 shall be enforceable to normal and customary voting powers afforded the fullest extent Executive in connection with any permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsequity ownership).

Non-Competition. Employee agrees that during During the period commencing on the Effective Date and ending on the second anniversary following the termination of Employee's your employment with for any reason (whether during or upon expiration of the Company and for a period Term) (the “Restricted Period”), you will not (except as an officer, director, stockholder, member, manager, employee, agent or consultant of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, Paramount) directly or indirectly, with the businesses of the Companyown, manage, operate, join, or its subsidiaries have a financial interest in, control or affiliatesparticipate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit your name to be used in connection with, or be otherwise connected in any manner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Group is then engaged or planning to engage in the institutional pharmacy business (any such business or enterprise, a “Competitive Enterprise”); provided that Employee the foregoing restriction shall not be precluded from competing construed to prohibit the ownership by you together with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or your affiliates if Employee is or becomes engaged, otherwise than at the request of the Companyand associates, as an officerthe case may be, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% two percent (2%) of any class of the outstanding securities of any such corporation listed that is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on a any national securities exchange or traded in the over-the-counter market. It is the desire , provided further, that such ownership represents a passive investment and the intent that you together with your affiliates and associates, either directly or indirectly, do not manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising your rights as a shareholder, or seek to do any of the parties foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the provisions Company to cure such non-payment after thirty (30) days’ prior written notice. Notwithstanding anything to the contrary in this Agreement or any other document or instrument, except as expressly set forth in the preceding sentence, no breach or failure to perform on the part of the Paramount or any of its affiliates shall relieve you of your obligations under this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants7.

Non-Competition. Employee agrees that To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the period of Employee's employment with the Company and for a period of 18 months from one year thereafter, regardless of the last payment reason for termination of compensation to employment, the Employee by the Company, Employee shall not engage in or participate in any business activity that competeswill not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the same business as the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has plans or has projected to operate during the Employee's employment with the businesses Company, including any area within a 50-mile radius of any such location. The foregoing shall not prohibit the Employee from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after the Employee's employment with the Company has terminated, upon receiving written permission by the Board, the Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or its subsidiaries any subsidiary or affiliatesaffiliate of the Company, provided that Employee shall not be precluded from competing with in the business location in question. To further preserve the rights of the Company in pursuant to the event nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the term of a termination of the Employee's employment as a result of a material breach by with the Company and for a period of one year thereafter, regardless of the provisions reason for termination of this Agreement or in employment, the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "competewill not, directly or indirectly" , either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away current or prospective customers (including, without limitation, any customer with whom the Company, or any subsidiary or affiliate of the Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the six-month period preceding the Employee's last day of employment with the businesses Company; or (iii) has included as a prospect in its applicable pipeline) of the Company, or its subsidiaries any subsidiary or affiliates if Employee is or becomes engaged, otherwise than at the request affiliate of the Company. The Company and the Employee agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company's business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court or arbitrator to be invalid or unenforceable, as an officer, director the same will in no way affect any other circumstance or employee ofthe validity or enforceability of this Agreement. If any such provision, or any part thereof, is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not held to be deemed to "compete, directly or indirectly" with the businesses unenforceable because of the Companyscope, duration, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venturegeographic area covered thereby, the business parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of which is competitive such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this noncompetition covenant will cause irreparable damage to the Company, prior to the date that the businesses and upon breach of any provision of this noncompetition covenant, the Company becomes competitive with the business of such corporationshall be entitled to injunctive relief, partnership specific performance, or other enterprise or venture. Notwithstanding anything to equitable relief; provided, however, that this shall in no way limit any other remedies which the contrary contained herein Employee mayCompany may have (including, without being deemed limitation, the right to compete, directly or indirectly, with seek monetary damages). Should the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that Employee violate the provisions of this Section 8 shall be enforceable noncompetition covenant, then in addition to all other rights and remedies available to the fullest extent permissible under Company at law or in equity, the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion duration of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication covenant shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law automatically be extended for the breach by period of time from which the Employee of the covenants provided in this Section 8, and, in the event of began such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce violation until he permanently ceases such covenants.violation

Non-Competition. Employee In consideration of the benefits of this Agreement to Seller and in order to induce Buyer to enter into this Agreement, Seller hereby covenants and agrees that during the period of Employee's employment with the Company and for a period of 18 months from five (5) years following the last payment Closing Date neither it nor any of compensation its Subsidiaries or Related Persons shall, without the prior written consent of Buyer, directly or indirectly (i) cause or encourage any officer, director, employee, consultant, or Producer of any Company or any Company Subsidiary to Employee by terminate or sever his or her employment or other relationship with such Company or Company Subsidiary for the Companypurpose of competing with any Company or any Company Subsidiary, Employee shall not engage in or participate for the purpose of damaging any Company or any Company Subsidiary in any business activity that competesway, (ii) cause or encourage any customer of Liberty Services to terminate, modify or fail to renew any third party administration agreement or other Contract or other relationship with Liberty Services, (iii) other than as permitted by clause (iv), act in concert with any Person, for purposes of competing, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed aiding another to compete, directly or indirectly, with the businesses Business or of damaging any Company or any Company Subsidiary in any way other than according to the ordinary and usual course of Seller's broadcasting business conducted in a manner consistent with its past practice, or (iv) engage in, or have a greater than five (5) percent of the Company or its subsidiaries or affiliates own not more than 5% of equity interest in any class of the outstanding securities of company engaged in any such corporation listed on a national securities exchange or traded business in the over-the-counter market. It is Restricted Area (as defined in Section 5.13(b) hereof), which competes with the desire and the intent of the parties Business; provided that the provisions restrictions of clause (iv) shall not apply to any company which derives less than ten (10) percent of its aggregate revenues from engaging in business in the Restricted Area which competes with the Business; and provided further that any Person that is not currently a Related Person of Seller that acquires an interest in Seller or any of its Subsidiaries subsequent to the Closing Date shall not be subject to clauses (iii) or (iv) of this Section 8 5.13(a) (it being understood that such restrictions shall continue to apply to Seller and its Subsidiaries). Seller specifically agrees that this covenant is an integral part of the inducement of Buyer to purchase the Shares and that Buyer (or its successors or assigns) shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by Seller of any provision of this Section 5.13 and that, notwithstanding the foregoing, no right, power or remedy conferred upon or reserved or exercised by Buyer in this Section 5.13 is intended to be exclusive of any other right, power or remedy, each and every one of which (now or hereafter existing at law, in equity, by statute or otherwise) shall be cumulative and concurrent. Each of Seller and Buyer agrees that in the event that either the length of time or Restricted Area set forth herein is deemed too restrictive by any Governmental Entity of competent jurisdiction, the covenants and agreements in this Section 5.13 shall be enforceable to the fullest extent permissible for such time and within such geographical area as such Governmental Entity may deem reasonable or acceptable under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantscircumstances.

Non-Competition. Employee agrees that during the period of Employee's During his employment with the Company and for a period the Non-Competition Period, Executive shall not, without the prior written consent of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competesBoard, directly or indirectly, with the businesses of the Companyown, manage, operate, join, control, participate in, invest in or its subsidiaries otherwise be connected or affiliatesassociated with, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8any manner, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, including as an officer, director director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or employee investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, or and is or becomes not otherwise associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise (B) performing services for an investment bank, investment advisor or venture. Notwithstanding anything to the contrary contained herein Employee investment fund that may, without being deemed to compete, 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 businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyforegoing, if any particular portion a company has separate divisions or subsidiaries, some of this Section 8 is adjudicated unenforceable in any jurisdictionwhich conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, such adjudication then the restrictions imposed hereunder with respect to Competing Businesses shall apply only in to the divisions or subsidiaries of such company that particular jurisdiction in which such adjudication is made. The parties recognize conduct the Competing Businesses, provided that the Company will (A) Executive shall not, directly or indirectly, have no adequate remedy at law for the breach by Employee any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the covenants provided in this Section 8same company, andand (B) Executive obtains the prior written consent of the Company, in the event of such breach, the Company and Employee hereby agree that the Company will which consent shall not be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsunreasonably with held.

Non-Competition. Employee agrees As a necessary measure to protect the Company’s confidential trade secrets and proprietary information, and to ensure that Buyer and its Affiliates realize the goodwill and associated benefits of the Transactions, during the three-year period of Employee's employment with following the Company and for a period of 18 months from Closing (the last payment of compensation to Employee by “Restricted Period”), the Company, Employee Selling Shareholder shall not engage in or participate in any business activity that competesnot, directly or indirectly, with engage, participate or invest in or be employed by any business within the businesses Restricted Area (as defined below) which: develops, manufactures, produces or provides (or distributes, markets or otherwise sells), directly or indirectly, (a) products or services for the proteomics market or (b) other products or services that are substitutable for those described in clause (a) (together, the “Restricted Field”), in each case of the Company(a) and (b), that are competitive with, similar to or its subsidiaries substitutable for those provided or affiliates, provided that Employee shall not be precluded from competing with offered by the business of the Company in the event of a termination of Employee's employment as a result of a material breach conducted by the Company and its Affiliates prior to or as of the Closing. By way of clarification, the above definition will not preclude the Selling Shareholder from working or engaging in activities related to genomics or metabolomics markets that do not relate to products or services that are competitive with, similar to or substitutable for those provided or offered by the business as conducted by the Company and its Affiliates prior to or as of the Closing. The foregoing restrictions shall apply regardless of the capacity in which the Selling Shareholder engages, participates or invests in or is employed by a given business, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise. “Restricted Area” shall mean each state and territory of the United States of America and each country of the world outside of the United States of America in which the Company or its Affiliates had developed, produced, marketed, sold and/or distributed its products and/or services in connection with their business as of the Closing or within the two-year period prior thereto. Buyer understands and agrees that the provisions of this Agreement shall not prevent the Selling Shareholder from (i) acquiring or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership holding publicly traded stock or other enterprise or venture publicly traded securities of a business within the business of which includes wholesaleRestricted Field, private label web hosting and email services in Canada or so long as the United States, during the 18 month period immediately preceding Employee's termination. Employee shall Selling Shareholder’s ownership does not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5exceed 1% of any class percent of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent company of the parties that same class as those held by the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and Selling Shareholder or (ii) being employed by or otherwise associated with an academic, governmental or non-profit institution or conducting academic research, teaching or working on public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law sector matters for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsforegoing.

Non-Competition. Employee agrees that during the period of Employee's During his employment with the Company and for a period the Non-Competition Period, Executive shall not, without the prior written consent of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competesBoard, directly or indirectly, with the businesses of the Companyown, manage, operate, join, control, participate in, invest in or its subsidiaries otherwise be connected or affiliatesassociated with, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8any manner, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, including as an officer, director director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or employee investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, or and is or becomes not otherwise associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise (B) performing services for an investment bank, investment advisor or venture. Notwithstanding anything to the contrary contained herein Employee investment fund that may, without being deemed to compete, 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 businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyforegoing, if any particular portion a company has separate divisions or subsidiaries, some of this Section 8 is adjudicated unenforceable in any jurisdictionwhich conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, such adjudication then the restrictions imposed hereunder with respect to Competing Businesses shall apply only in to the divisions or subsidiaries of such company that particular jurisdiction in which such adjudication is made. The parties recognize conduct the Competing Businesses, provided that the Company will (A) Executive shall not, directly or indirectly, have no adequate remedy at law for the breach by Employee any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the covenants provided in this Section 8same company, andand (B) Executive obtains the prior written consent of the Company, in the event of such breach, the Company and Employee hereby agree that the Company will which consent shall not be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsunreasonably withheld.

Non-Competition. Employee agrees that during During the period commencing on the Effective Date and ending on the second anniversary following the termination of Employee's your employment with for any reason (whether during or upon expiration of the Company and for a period Term) (the "Restricted Period"), you will not (except as an officer, director, stockholder, member, manager, employee, agent or consultant of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, Paramount) directly or indirectly, with the businesses of the Companyown, manage, operate, join, or its subsidiaries have a financial interest in, control or affiliatesparticipate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit your name to be used in connection with, or be otherwise connected in any manner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Group is then engaged or planning to engage in the institutional pharmacy business (any such business or enterprise, a "Competitive Enterprise"); provided that Employee the foregoing restriction shall not be precluded from competing construed to prohibit the ownership by you together with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or your affiliates if Employee is or becomes engaged, otherwise than at the request of the Companyand associates, as an officerthe case may be, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% two percent (2%) of any class of the outstanding securities of any such corporation listed that is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on a any national securities exchange or traded in the over-the-counter market. It is the desire , provided further, that such ownership represents a passive investment and the intent that you together with your affiliates and associates, either directly or indirectly, do not manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising your rights as a shareholder, or seek to do any of the parties foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the provisions Company to cure such non-payment after thirty (30) days' prior written notice. Notwithstanding anything to the contrary in this Agreement or any other document or instrument, except as expressly set forth in the preceding sentence, no breach or failure to perform on the part of the Paramount or any of its affiliates shall relieve you of your obligations under this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants7.

Non-Competition. Employee agrees that during During the period term of Employee's employment with the Company this Agreement, and for a period of 18 months from one year following the last payment termination of compensation to Employee by this Agreement (except as provided below), the Executive Chairman will not, without the prior written consent of the Company, Employee shall not engage in or participate in any business activity that competeswhich may be withheld at the Company’s sole discretion, directly or indirectly, for the Executive Chairman’s own benefit or for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in any business or part thereof that develops, manufactures, markets, licenses, sells or provides any product or service that competes with the businesses of any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company, in each case at any time during the period the Executive Chairman is the Executive Chairman of the Board (the “Business”); (ii) own, finance, or its subsidiaries invest in (except as the holder of not more than one percent of the outstanding stock of a publicly-held company) any Business, or affiliates(iii) participate in, provided render services to, or assist any person or entity that Employee shall not be precluded from competing engages in or is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor, partner, officer, director, or otherwise) (x) which involves the same or similar types of services the Executive Chairman performed for the Company at any time during the Executive Chairman’s engagement with the business of Company or (y) in which the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement Executive Chairman could reasonably be expected to use or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venturedisclose Confidential Information. Notwithstanding anything to the contrary contained herein Employee mayin this Agreement, without being the Current Affiliates (as defined in Exhibit B, attached hereto and incorporated by reference), individually and collectively, are deemed not to competebe a Business and this Section 7.2 shall not apply to the Executive Chairman with respect to any interest, directly position, employment, affiliation or indirectly, relationship the Executive Chairman has or may have in or with any of the Current Affiliates and the Executive Chairman may maintain interests in and continue affiliations and relationships with the businesses Current Affiliates. In addition, but without limiting the generality of the Company foregoing, except for the Executive Chairman’s current or its subsidiaries future interest in or affiliates own position, employment, affiliation or relationship with Thrive Sciences, Inc. or other Current Affiliates and except as otherwise agreed to in writing by the Company, the Executive Chairman covenants and agrees during the term of this Agreement not more than 5% of to enter into any class of the outstanding securities of any such corporation listed on a national securities exchange consulting or traded employment relationship in the over-the-counter market. It is the desire field of NGS assays and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if vitro diagnostics with any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsthird party commercial entity.

Non-Competition. Employee (a) Executive agrees that during his employment by the Company (which shall be deemed to include the period of Employee's employment with the Company in which Executive is receiving any payments set forth in Section 9(h) hereto), and for a period of 18 months from one (l) year after the last payment termination of compensation to Employee by Executive’s employment hereunder (or, if applicable, after the Companyfinal severance payment) (the “Non-Competitive Period”), Employee Executive shall not engage in or participate in any business activity that competesnot, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company or any of its subsidiaries, in any geographic area where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, directly or indirectly, during the Non-Competitive Period, (i) request or cause contracting parties, suppliers or customers with whom the Company or any of its subsidiaries has a business relationship to cancel or terminate any such business relationship with the businesses Company or any of its subsidiaries or (ii) solicit, interfere with, entice from the Company or hire any employee (or former employee) of the Company, or its subsidiaries cause or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement encourage any other person or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed entity to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of take any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsaction.

Non-Competition. Employee agrees that during During the 12-month period immediately following the Date of Employee's employment with Termination, Executive shall not, without the Company and for a period prior written permission of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage (i) within Connecticut, Massachusetts, New Hampshire, New York, Rhode Island, or Vermont; any other area of the United States in which the Company operates; or participate in any business activity that competesthe remainder of the United States, its territories and possessions, directly or indirectly, with engage in any activity or business that is the businesses same or substantially similar to the work performed by Executive for the Company and/or of the same substantive competency or nature as the work performed by Executive for the Company, whether or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment such engagement is as a result of a material breach by the Company of the provisions of this Agreement consultant, independent contractor, agent, employee, officer, partner, director or otherwise, alone or for his own account or in the event association with any other person, corporation or other entity, for any Competitive Business (as defined below); provided, however, that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee Executive shall be deemed to "competebe acting “within” the above territories, directly or indirectly" with the businesses even if physically outside of the Companyterritories, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at Executive’s activities assist the request of Competitive Business within the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, territories; (ii) directly or indirectly, hire or attempt to hire any person who is employed or retained by the Company or its affiliates (or was so employed within the immediately prior three months), or solicit, entice or encourage any such person to terminate his or her relationship with the businesses Company; or (iii) solicit for a competitive purpose, interfere with the Company’s relationship with, or endeavor to entice away from the Company or its affiliates any of their customers or sources of supply. However, nothing in this Agreement shall preclude Executive from investing his personal assets in the securities of any Competitive Business if such securities are traded on a national stock exchange and if such investment does not result in his beneficially owning, at any time, more than 1.0% of the publicly-traded equity securities of such competitor. “Competitive Business” shall mean any business or enterprise which (a) designs, sells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or non-alcoholic beverages, or office refreshment products, including coffee, in the home and office market, or (b) competes or is planning to compete with any other business in which the Company or its subsidiaries or affiliates own not more than 5% of is involved at any class of time during the outstanding securities of any such corporation listed on a national securities exchange or traded in the over12-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable month period immediately prior to the fullest extent permissible under Date of Termination. For the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion avoidance of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breachdoubt, the Company and Employee hereby agree that the Company will Litchfield Distillery (formal name, Hardscrabble LLC) shall not be entitled to an injunction, considered a decree of specific performance, mandamus “Competitive Business” so long as it does not sell bottled water products or other appropriate remedy non-alcoholic office refreshment products to enforce such covenantsthe home or office markets.

Non-Competition. Employee agrees that during During the period of EmployeeExecutive's employment with the --------------- Company and for a period one (1) year after the Termination Date (the "Applicable Period"), the Executive shall not, without the prior written consent of 18 months from the last payment of compensation to Employee by the Company, Employee shall not directly or indirectly engage in or participate in any business activity that competesor activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than as the holder of an interest of five percent (5%) 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 substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to the Executive's knowledge after due inquiry, intends to compete or is preparing to compete during the Applicable Period in the United States in any material manner with (i) the Company, or any entity directly or indirectly controlled by, controlling or under common control with the businesses Company, or any corporation or other entity acquiring, directly or indirectly, all or substantially all the assets and business of the Company, whether by operation of law or its subsidiaries otherwise (an "Affiliate") (ii) any then-current material product, service or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in or any Affiliate of the event of a termination of Employee's employment as a result of a Company or (iii) any material breach product, service or business which is under serious consideration by the Company or any Affiliate of the provisions Company as of this Agreement the Termination Date or in at any time during the event that Employeetwelve (12) month period prior thereto. If the Executive's employment is shall be terminated (x) by the Company other than for cause. For Cause or Disability or (y) by the Executive for Good Reason, then for purposes of this Section 810(a) only, Employee the Applicable Period shall terminate upon the Termination Date, and the restrictions contained in this Section 10(a) shall thereupon be deemed to "compete, directly of no further force or indirectly" with effect. The parties hereto recognize that the businesses laws and public policies of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request various states of the Company, United States may differ as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior validity and enforceability of covenants similar to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded those set forth in the over-the-counter marketthis Section. It is the desire intention of the parties that the potential restrictions on the Executive's activities imposed by this Section be reasonable in both duration and geographic scope and in all other respects. It is also the intent intention of the parties that the provisions of this Section 8 shall be enforceable enforced to the fullest extent permissible under the laws and public policies applied in of each jurisdiction in which enforcement is may be sought, and that in the event that any provision of this Section shall, for any reason, be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof, and such invalid or unenforceable provision shall be construed by limiting it so as to be valid and enforceable to the fullest extent permissible under applicable law. Accordingly, if any particular portion provision of this Section 8 is adjudicated unenforceable in any jurisdictionshall be determined to be invalid or unenforceable, such adjudication invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in that the particular jurisdiction in which such adjudication determination is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company made and Employee hereby agree that the Company will be entitled not with respect to an injunction, a decree of specific performance, mandamus any other provision or other appropriate remedy to enforce such covenantsjurisdiction.

Non-Competition. Employee agrees The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the Company Group has substantial relationships with its customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company Group, and (vi) the Executive has generated and will continue to generate goodwill for the Company Group in the course of the Executive’s employment. Accordingly, during the period of Employee's Executive’s employment with the Company hereunder and for a period of 18 months from one (1) year thereafter, the last payment of compensation to Employee by Executive agrees that the Company, Employee shall not engage in or participate in any business activity that competesExecutive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business any member of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement Group or in the event that Employee's employment is terminated by the Company any other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated material business in a management or ownership, consultant or agent, capacity with, which any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses member of the Company becomes competitive Group is engaged on the date of termination or in which they have demonstrably planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which any member of the Company Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with a member of the Company Group, so long as the Executive has no active participation in the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants.

Non-Competition. Employee agrees that To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the period of Employee's ’s employment with the Company and for a period of 18 months from one year thereafter, regardless of the last payment reason for termination of compensation to employment, the Employee by the Company, Employee shall not engage in or participate in any business activity that competeswill not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the same business as the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has plans or has projected to operate during the Employee’s employment with the businesses Company, including any area within a 50-mile radius of any such location. The foregoing shall not prohibit the Employee from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after the Employee’s employment with the Company has terminated, upon receiving written permission by the Board, the Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or its subsidiaries any subsidiary or affiliatesaffiliate of the Company, provided that Employee shall not be precluded from competing with in the business location in question. To further preserve the rights of the Company in pursuant to the event of a termination of Employee's employment as a result of a material breach nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the term of the provisions of this Agreement or in the event that Employee's ’s employment is terminated by with the Company other than and for cause. For purposes a period of this Section 8one year thereafter, regardless of the reason for termination of employment, the Employee shall be deemed to "competewill not, directly or indirectly" , either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away current or prospective customers (including, without limitation, any customer with whom the Company, or any subsidiary or affiliate of the Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the six-month period preceding the Employee’s last day of employment with the businesses Company; or (iii) has included as a prospect in its applicable pipeline) of the Company, or its subsidiaries any subsidiary or affiliates if Employee is or becomes engaged, otherwise than at the request affiliate of the Company. The Company and the Employee agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company’s business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court or arbitrator to be invalid or unenforceable, as an officer, director the same will in no way affect any other circumstance or employee ofthe validity or enforceability of this Agreement. If any such provision, or any part thereof, is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not held to be deemed to "compete, directly or indirectly" with the businesses unenforceable because of the Companyscope, duration, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venturegeographic area covered thereby, the business parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of which is competitive such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this noncompetition covenant will cause irreparable damage to the Company, prior and upon breach of any provision of this noncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or other equitable relief; provided, however, that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). Should the Employee violate the provisions of this noncompetition covenant, then in addition to all other rights and remedies available to the date that Company at law or in equity, the businesses duration of this covenant shall automatically be extended for the Company becomes competitive with period of time from which the business of Employee began such corporation, partnership or other enterprise or ventureviolation until he permanently ceases such violation. Notwithstanding anything to the contrary contained herein in this Agreement, if the noncompetition covenant is adjudged to be invalid or unenforceable, or if it is substantially reduced in scope or geographic area, and if Employee may, without being deemed to compete, directly or indirectly, then performs services in any capacity in competition with the businesses of Company, then the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions shall have no severance compensation obligations to Employee under Section 8 of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsAgreement.

Non-Competition. Employee Executive 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) and (vi) and a portion of the accelerated vesting provided under Sections 3.B.(v) and 3.C, Executive agrees that during throughout the period Restricted Period, Executive shall not, anywhere in the world, directly or indirectly (i) engage without the prior express written consent of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less 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 competessuch business, activity, service, person or entity, directly or indirectly, competes in any material manner with the businesses Business; or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of the Company, any person, business, corporation, partnership or its subsidiaries other entity or affiliatesactivity, provided 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 Employee shall not be precluded from competing such business or activity, directly or indirectly competes in any material manner with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for causeBusiness. For purposes of this Section 813, Employee the term “Business” shall be deemed refer to "competethe business of the Company as then presently conducted and as conducted on the Date of Termination. As of the date of this Agreement, directly or indirectly" with the businesses business of the Company, generally, involves the development, manufacture and distribution of medical equipment for treating, diagnosing, and managing sleep-disordered breathing and other respiratory disorders. Executive acknowledges that the restrictions set forth in this section 13.A. do not have the effect of preventing him from practicing his profession, trade or its subsidiaries or affiliates if Employee is or becomes engagedbusiness, otherwise than at the request of the Companyand they do not impose a financial hardship upon him. Executive agrees that, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, addition to any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive remedies available to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, andapplicable law, in the event of such breacha breach of this Section 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 Company then current value of such shares shall be paid by Executive to the Company; and Employee hereby agree (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 will be entitled an amount equal to an injunctionthe 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), a decree (iii) and (vi) and twenty percent (20%) of specific performance, mandamus or other appropriate remedy the accelerated vesting provided for under Section 3.B(v) and 3.C are provided to enforce such covenants.executive solely in exchange for his agreement under this Section 13.A.

Non-Competition. Employee agrees that during During the period of Employee's Executive’s employment and if the Executive’s employment with the Company terminates, for a period of three years following a CIC Termination and for a period of 18 months from two years following a Voluntary Termination (as defined below), the last payment of compensation to Employee by the Company, Employee Executive shall not engage in or participate in any business activity that competesnot, directly or indirectly, within or with respect to the businesses United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, consultant, partner, principal, agent, representative, stockholder, director or in any other capacity, if on the effective date of termination of the Executive’s employment with the Company, such Competing Entity develops, manufactures, sells or its subsidiaries distributes any product or affiliates, provided products that Employee shall not be precluded from competing (a) compete with the business of the Company in the event of a termination of Employee's employment as a result of a material breach any product or products sold by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly any Affiliate thereof (or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership Executive’s knowledge are planned for sale or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of distribution by the Company or its subsidiaries Affiliates within six (6) months following the effective date of Executive’s termination of employment with the Company) for which the Executive had primary responsibility for any aspect of such product(s) or affiliates own where the Executive would perform substantially similar employment functions to those performed at the Company, and (b) represent, individually or in the aggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; provided, however, that the Executive’s ownership of not more than 52% of any class of the outstanding securities stock of any such publicly-traded corporation listed on shall not be a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions violation of this Section 8 shall be enforceable to 4.1. As used herein, “Competing Entity” means any business, person or entity, and any Affiliates thereof, which develops, manufactures, sells and/or distributes products that are competitive with any products developed, manufactured, sold and/or distributed by the fullest extent permissible Company and any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or disability (as defined under the laws and public policies applied in each jurisdiction in which enforcement is sought. AccordinglyCompany’s Long Term Disability or other applicable plan, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is madeprogram or policy). The parties recognize Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment and that the Company agreement not to compete will have in no adequate remedy at law for way prevent him from earning a living. The Executive understands and agrees that the breach by Employee of the covenants provided rights and obligations set forth in this Section 8, and, in 4.1 shall survive the event termination of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsthis Agreement.

Non-Competition. Employee Executive agrees that during the period of Employee's employment with the Company and for a period of 18 twelve (12) months from after termination of his employment (the last payment of compensation to Employee by the Company"Non-Competitive Period"), Employee Executive shall not engage in or participate in any business activity that competesnot, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the businesses research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are generically the same as, or are otherwise competitive with, products or services of the Company, in existence or its subsidiaries or affiliatesunder development, provided that Employee shall not be precluded from competing with in any geographic area where, at the time of termination of his employment hereunder, the business of the Company was being conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity controlled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, for himself, themselves, or for any other person or entity, any employee or consultant of the Company or any of its affiliates, or request or cause any employee or consultant of the Company or any of its affiliates to terminate his employment or services with the Company or any of its affiliates. If any portion of the restrictions set forth in this Section 5 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. Executive declares that the territorial, time limitations and scope of activities restricted as set forth in this Section 5 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a termination court of Employee's employment as competent jurisdiction, Executive agrees to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. The existence of any claim or cause of action by Executive against the Company shall not constitute a result of a material breach defense to the enforcement by the Company of the provisions foregoing restrictive covenants, but such claim or cause of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee action shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantslitigated separately.

Non-Competition. Employee agrees that during During the period Non-Competition Period, Executive shall not, without the prior written consent of Employee's employment with the Company and for a period an authorized officer of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competesVishay, directly or indirectly, with the businesses of the Companyown, manage, operate, join, control, participate in, invest in or its subsidiaries otherwise be connected or affiliatesassociated with, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8any manner, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, including as an officer, director director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or employee investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, or and is or becomes not otherwise associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise (B) performing services for an investment bank, investment advisor or venture. Notwithstanding anything to the contrary contained herein Employee investment fund that may, without being deemed to compete, 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 businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyforegoing, if any particular portion a company has separate divisions or subsidiaries, some of this Section 8 is adjudicated unenforceable in any jurisdictionwhich conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, such adjudication then the restrictions imposed hereunder with respect to Competing Businesses shall apply only in to the divisions or subsidiaries of such company that particular jurisdiction in which such adjudication is made. The parties recognize conduct the Competing Businesses, provided that the Company will (A) Executive shall not, directly or indirectly, have no adequate remedy at law for the breach by Employee any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the covenants provided in this Section 8same company, andand (B) Executive obtains the prior written consent of Vishay, in the event of such breach, the Company and Employee hereby agree that the Company will which consent shall not be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsunreasonably with held.

Non-Competition. Employee In view of the unique and valuable services it is expected Executive will render to the Company, and the knowledge of the technology, trade secrets, and other proprietary information relating to the business of the Company and its clients and suppliers that it is expected Executive will obtain, and in consideration of the compensation to be received hereunder, Executive agrees that during the period Employment Period and thereafter until the first anniversary of Employee's employment with the Company and for a period termination of 18 months from the last payment of compensation to Employee by Employment Period, he will not, anywhere in the Company, Employee shall not engage in or participate in any business activity that competesworld, directly or indirectly, with for his own benefit or for, with, or through any other person, firm, or corporation, a) own, manage, operate, control, loan money to, or participate in the businesses ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name by, any person, corporation, organization or other business entity that is engaged in the business of developing, manufacturing, selling or providing human infertility treatments or products or is otherwise engaged in a business similar to any business of the Company; b) 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 of one year after such person leaves the employ of the Company, or its subsidiaries or affiliatesprovided, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8however, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 7 will not be deemed breached merely because Executive owns not more than 1% of the outstanding common stock of a corporation that is registered under the Securities Exchange Act of 1934, as amended. Executive agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 is deemed to be invalid, illegal, or unenforceable by reason of the 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 provisions hereof as may be necessary to comply with and be enforceable under applicable law, and the restriction, in its reduced form, shall be enforceable to in the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is soughtmanner contemplated hereby. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided As used in this Section 87, and, in the event of such breach, "Company" shall include the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsits direct and indirect subsidiaries.

Non-Competition. Employee As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the provision of this confidential information, and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the period Restricted Period, the Executive will not, within or with respect to the geographical area of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "competeRestricted Period (the “Restricted Area”), directly or indirectly" with except in the businesses furtherance of the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or its subsidiaries in any manner engage in (x) any business (including by the Executive or affiliates if he becomes associated in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a management substitute for or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to otherwise competes with either the Company, ’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date that hereof and ending on the businesses date of termination of the Restricted Period or contemplated during such period to be carried out by the Company becomes competitive or any of its Affiliates, (y) any business (including by the Executive or in association with the business of such corporation, partnership any Person) that provides services or other enterprise products to any current or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses former customer of the Company or its subsidiaries Affiliates that are similar to or affiliates own not competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit the Executive from owning securities having no more than 52% of the outstanding voting power of any publicly traded competitor, or participating as a passive investor in a private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any class of the outstanding securities of any such corporation listed on a national securities exchange or publicly traded company engaged in the over-the-counter marketCompany’s Business. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants.9

Non-Competition. Subject to the provisions of Section 3.2, Employee agrees that during the period of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee Non-Competition Period (as hereinafter defined), he will not in any manner, directly or indirectly, except as specifically contemplated by the Companyterms of his employment or expressly set forth in this Agreement, Employee shall not engage (i) be employed by, engaged in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any entity which now or at any time during the Non-Competition Period engages in any business activity that competescompetitive, directly or indirectly, with the businesses business of the Company, CCL or any of its subsidiaries or affiliatesdivisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, provided that Employee shall not be precluded from competing with at the business of the Company in the event of a termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such area to other unaffiliated entities, (ii) solicit or divert from CCL or any of its subsidiaries or divisions any business or any customer, or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (18) months immediately preceding such date of solicitation or diversion, or assist any person, firm or corporation in doing so or attempting to do so, or (iii) on his own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment or other retention of any employee or consultant who was employed or retained by CCL or any of its subsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any class or series of equity securities of any entity which is publicly traded so long as a result of a material breach by the Company Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the provisions voting rights or equity ownership of this Agreement or in the event that Employee's employment is terminated by the Company other than for causesuch entity. For purposes of this Section 87.3, Employee a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to "competehave existed at the time of termination of Employee's employment if (i) within three (3) months after the termination of Employee's employment, directly CCL or indirectly" with the businesses any of the Company, or its subsidiaries or affiliates if Employee is divisions shall not have entered into a letter of intent or becomes engaged, otherwise than at made a public announcement of intention to engage in business in such geographical area or (ii) within one (1) year after the request termination of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "competeemployment, directly CCL or indirectly" with the businesses any of the Company, or its subsidiaries or affiliates if he becomes associated divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business in such geographical area. The provisions of this Section 7.3 shall extend for the Term and survive the Term for eighteen (18) months after the end of the Term; provided, however, that in the case of a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business termination of which is competitive employment pursuant to the Companyprovisions of Section 6.1, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 7.3 shall be enforceable extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that in the case of a termination of employment pursuant to the fullest extent permissible under provisions of Sections 6.3, the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion provisions of this Section 8 7.3 shall extend until the last payment of Base Salary is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that made pursuant to Section 6.3(A) (the Company will have no adequate remedy at law for the breach by Employee of the covenants provided period described in this Section 8, and, in sentence is referred to herein as the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants"Non-Competition Period").

Non-Competition. Employee As a material inducement for Buyer to enter into this Agreement and to consummate the Transaction, Seller hereby covenants and agrees that during the period beginning on the Closing Date and ending on the third (3rd) anniversary of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the CompanyClosing Date, Employee Seller shall not engage in or participate in any business activity that competes(and shall cause its Subsidiaries not to), directly or indirectly, as a proprietor, partner, shareholder or member, individually or jointly or on behalf of or in concert with any Person, (a) engage in any wireless mobile business within the businesses Wireless Network Coverage Area (a “Competing Business”) or (b) compile, create or use for the purpose of selling wireless mobile merchandise or services within the CompanyWireless Network Coverage Area in connection with a Competing Business, or its subsidiaries sell, transfer or affiliatesotherwise convey to any Third Party, provided that Employee shall not be precluded from competing with the business a list of the Company customers who purchased, leased or used any Sprint PCS Products and Services (as defined in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or ventureManagement Agreement). Notwithstanding anything to the contrary contained herein Employee mayset forth in this Agreement, without being deemed neither Seller nor any of its Affiliates shall be prohibited from (A) acquiring or owning (by way of merger, consolidation, asset sale or otherwise) up to compete, directly or indirectly, with five percent (5%) in the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class aggregate of the outstanding securities stock of any such corporation listed that is engaged in a Competing Business and publicly traded on a national securities exchange or traded in the over-the-over the counter market. It , or up to five percent (5%) in the aggregate of a private entity that is engaged in a Competing Business in each case through passive investments or (B) acquiring or owning any Person, asset or business (by way of merger, consolidation, asset sale or otherwise) that is engaged in a Competing Business (and thereafter engaging in such Competing Business) so long as the desire and revenues attributable to such Competing Business at the intent time of such acquisition constitute less than twenty-five (25%) of the parties aggregate revenues of such Person, assets or business. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply to, and “Competing Business” shall not include any products or services delivered utilizing fixed wireless networks, cable networks, fiber networks or wireline networks, in each case, whether now or in the future or the Seller’s cell towers segment. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply outside of the Wireless Network Coverage Area or to any Third Party (including such Third Party’s Affiliates other than Seller and its Subsidiaries) that acquires (by way of merger, consolidation, asset sale or otherwise) Seller, any of its Affiliates or any of their respective assets or businesses. The Parties acknowledge and agree that the provisions restrictive covenants contained in this Section 5.14 are reasonable in duration and geographic scope and protect a valid business interest of Buyer and its Affiliates. The Parties recognize that irreparable damage will result to Buyer and its Affiliates from any violation of this Section 8 5.14 and that the extent of such damage would be difficult if not impossible to calculate. Accordingly, the Parties expressly agree that, in addition to any and all other remedies available to Buyer and any of its Affiliates for any such violation, any of them shall have the right to the remedies set forth in Section 12.6. The existence of any Proceeding by Seller against Buyer, whether predicated on the Management Agreement or otherwise, is not a defense to Buyer’s enforcement of this Section 5.14. Notwithstanding anything contained herein to the contrary, and if and only if a provision of this type contained in this Section 5.14 is enforceable in the jurisdiction in question, if any one or more of the provisions contained in this Section 5.14 is for any reason held to be excessively broad as to duration, geographical scope, activity or subject, such provisions will be construed by limiting and reducing it so as to be enforceable to the fullest extent permissible under compatible with the laws and public policies applied applicable law in each such jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsas it then appears.

Non-Competition. Employee The Executive acknowledges and agrees that (i) the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to Proprietary Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (iii) in the course of the Executive’s employment by or service with a competitor, the Executive would inevitably use or disclose such Proprietary Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Executive has had and will continue to have access to these customers, and (v) the Executive has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of Executive’s service. Accordingly, during the period of Employee's Executive’s employment with the Company and Group and, to the extent permitted under the laws of the State of Washington, for a the twelve (12) month period following the date of 18 months from Executive’s termination of employment for any reason, the last payment of compensation to Employee by Executive agrees that the Company, Employee shall not engage in or participate in any business activity that competesExecutive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in the Restricted Business in the Restricted Territory. The foregoing limitation shall include the Executive providing services or advice to a person or company, or pursuing on the Executive’s own behalf, with respect to the review, analysis or diligence of a Restricted Business in connection with an investment, acquisition, merger, corporate transaction or otherwise. “Restricted Business” means (i) any business or enterprise for whom the following businesses constitutes a majority (at least 51%) of the Company’s revenue (based on its latest annual consolidated financial statements): – (a) that develops and operates cryptocurrency mining data center facilities, or and/or provides cryptocurrency mining hosting services (for avoidance of doubt, this excludes general data center facilities), and/or (ii) any business in which the Company Group is engaged on the date of the Executive’s termination of employment which constitutes more than twenty percent (20%) of the Company’s revenue (based on its subsidiaries or affiliateslatest annual consolidated financial statements), provided that Employee and which at the time of the termination of the Executive’s employment for any reason shall not comprise more than 100 businesses, which shall be precluded from competing with the business of the Company named in the event of a termination of Employee's employment as a result of a material breach written list provided by the Company to the Executive). “Restricted Territory” means, individually and collectively: (i) the geographic area(s) within a fifty (50) mile radius of (A) any and all Company Group location(s) in, to, or for which the Executive worked, to which the Executive was assigned or had any responsibility (either direct or supervisory) at the time of termination of the provisions Executive’s employment and at any time during the twelve (12) month period prior to such termination; and (B) all of this Agreement the specific customer accounts, whether within or outside of the geographic area described in (i)(A) above, with which the event Executive had any contact or for which the Executive had any responsibility (either direct or supervisory) at the time of termination of the Executive’s employment and at any time during the twelve (12) month period prior to such termination; and (ii) any city(ies), county(ies), parish(es), municipality(ies), province(s), or state(s) of the United States (or similar geographic area of another country) that Employee's employment contain the geographic area(s) described in subpart (i) above. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" in competition with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at so long as the request of the Company, as an officer, director or employee of, or is or becomes associated Executive has no active participation in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants.

Non-Competition. Employee agrees that during During the period of EmployeeExecutive's employment with the --------------- Company and for a period one (1) year after the Termination Date (the "Applicable Period"), the Executive shall not, without the prior written consent of 18 months from the last payment of compensation to Employee by the Company, Employee shall not directly or indirectly engage in or participate in any business activity that competesor activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than as the holder of an interest of five percent (5%) 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 substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to the Executive's knowledge after due inquiry, intends to compete or is preparing to compete during the Applicable Period in the United States in any material manner with (i) the Company, or any entity directly or indirectly controlled by, controlling or under common control with the businesses Company, or any corporation or other entity acquiring, directly or indirectly, all or substantially all the assets and business of the Company, whether by operation of law or its subsidiaries otherwise (an "Affiliate") (ii) any then-current material product, service or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in or any Affiliate of the event of a termination of Employee's employment as a result of a Company or (iii) any material breach product, service or business which is under serious consideration by the Company or any Affiliate of the provisions Company as of this Agreement the Termination Date or in at any time during the event that Employeetwelve (12) month period prior thereto. If the Executive's employment is shall be terminated (x) by the Company other than for cause. For Cause or Disability or (y) by the Executive for Good Reason, then for purposes of this Section 89(a) only, Employee the Applicable Period shall terminate upon the Termination Date, and the restrictions contained in this Section 9(a) shall thereupon be deemed to "compete, directly of no further force or indirectly" with effect. The parties hereto recognize that the businesses laws and public policies of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request various states of the Company, United States may differ as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior validity and enforceability of covenants similar to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded those set forth in the over-the-counter marketthis Section. It is the desire intention of the parties that the potential restrictions on the Executive's activities imposed by this Section be reasonable in both duration and geographic scope and in all other respects. It is also the intent intention of the parties that the provisions of this Section 8 shall be enforceable enforced to the fullest extent permissible under the laws and public policies applied in of each jurisdiction in which enforcement is may be sought, and that in the event that any provision of this Section shall, for any reason, be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof, and such invalid or unenforceable provision shall be construed by limiting it so as to be valid and enforceable to the fullest extent permissible under applicable law. Accordingly, if any particular portion provision of this Section 8 is adjudicated unenforceable in any jurisdictionshall be determined to be invalid or unenforceable, such adjudication invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in that the particular jurisdiction in which such adjudication determination is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company made and Employee hereby agree that the Company will be entitled not with respect to an injunction, a decree of specific performance, mandamus any other provision or other appropriate remedy to enforce such covenantsjurisdiction.

Non-Competition. Employee agrees that At all times during the period of Employee's Executive’s employment with the Company or any affiliate during the Term, and for a period of 18 twelve (12) months from following the last payment termination during the Term of compensation to Employee by employment with the CompanyCompany or any affiliate for any reason (or twenty-four (24) months in the case of termination following a Change in Control) (the “Restricted Period”), Employee shall the Executive will not engage in or participate in any business activity that competes, directly or indirectly, Competition (as defined below) with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8Agreement, Employee “Competition” shall be deemed to "competemean engaging in, or otherwise directly or indirectly" indirectly being employed by, or acting as a consultant or adviser (paid or unpaid) to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of (i) Boeing, Lockheed, Alcatel Space or Astrium, (ii) PanAmSat, SES Astra, Intelsat, New Skies Satellites, (iii) any business similar to the businesses described in clause (i) or (ii) above that competes with the businesses of services provided by the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at (iv) any business that competes with a business that the request Company engages in as of the date of the Executive’s termination of employment with the Company, as an officer, director described or employee ofotherwise contemplated in the Company’s business plan for the year of such termination of employment, or is or becomes associated (v) any business that competes with a business that the Company is, to the knowledge of the Executive, preparing to engage in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture as of the business date of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" Executive’s termination of employment with the businesses of the Company, and any transferee of or its subsidiaries successor to any of the foregoing businesses; provided, however, that the foregoing shall not prevent or affiliates if he becomes associated be violated by the Executive’s service in a management non-competitive portion of a company or ownershipbusiness enterprise in Competition with the Company or, consultant as a result thereof, owning compensatory equity in such a company or agent, capacity with, any corporation, partnership or other business enterprise or venture, the business of which is competitive to in Competition with the Company; and further provided, prior to the date however, that the businesses prohibition of the Company becomes competitive clauses (i) and (ii) above shall apply only so long as such entities compete with the business of such corporation, partnership or other enterprise or ventureservices provided by the Company. Notwithstanding anything to the contrary contained herein Employee in this Agreement, the Executive may, without being deemed to compete, directly or indirectly, own, solely as an investment, securities of a business enterprise in Competition with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed which are publicly traded on a national securities or regional stock exchange or traded in on the over-the-counter market. It market if the Executive (i) is the desire not a controlling person of or a member of a group which controls such business enterprise and the intent (ii) does not, directly or indirectly, own five percent (5%) or more of the parties that the provisions any class of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion securities of this Section 8 is adjudicated unenforceable such business enterprise or less than five percent (5%) in any jurisdictionmutual fund, such adjudication shall apply only in that particular jurisdiction in which such adjudication private equity fund, hedge fund or similar collective investment, so long as the Executive’s investment is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantspassive.

Non-Competition. Employee As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the provision of this confidential information, and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the period Restricted Period, the Executive will not, within or with respect to the geographical area of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "competeRestricted Period (the “Restricted Area”), directly or indirectly" with except in the businesses furtherance of the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or its subsidiaries in any manner engage in (x) any business (including by the Executive or affiliates if he becomes associated in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a management substitute for or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to otherwise competes with either the Company, ’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date that hereof and ending on the businesses date of termination of the Restricted Period or contemplated during such period to be carried out by the Company becomes competitive or any of its Affiliates, (y) any business (including by the Executive or in association with the business of such corporation, partnership any Person) that provides services or other enterprise products to any current or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses former customer of the Company or its subsidiaries Affiliates that are similar to or affiliates own not competitive with the services 9 or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit the Executive from owning securities having no more than 52% of the outstanding voting power of any publicly traded competitor, or participating as a passive investor in a private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any class of the outstanding securities of any such corporation listed on a national securities exchange or publicly traded company engaged in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsCompany’s Business.

Non-Competition. Employee agrees that In exchange for the promises set forth herein, including the consideration set forth in Paragraph 1, and in order to protect the Company’s goodwill and other legitimate business needs, during the period of Employee's Participant’s employment with the Company and/or its Affiliates and for a period one year following the Participant’s termination of 18 months from employment for any reason, the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competesParticipant will not, directly or indirectly, alone or jointly, with the businesses of the Companyany person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or its subsidiaries or affiliatespartially), provided that Employee shall not be precluded from competing with possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged in business activities anywhere in the Territory that are competitive with the Business, provided, however, if the Participant voluntarily resigns without Good Reason (as defined in the Severance Plan), and not due to a Qualifying Retirement (as defined in the Retirement Policy), within three years following the Grant Date, this Paragraph 7(A) will only apply in the event of a termination of Employee's employment as a result of a material breach by the Company elects to make the payments set forth in Paragraph 7(E) subject to the requirements of that Paragraph 7(E). Notwithstanding the foregoing, the Participant shall not be prohibited from passively owning less than 1% of the provisions securities of this Agreement or in the event that Employee's employment is terminated by the Company other than for causeany publicly-traded corporation. For purposes of this Section 8Paragraph 7(A), Employee shall be deemed to "compete, directly or indirectly" with “Territory” means anywhere in which the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated Company engages in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture Business and “Business” means the business of which includes wholesale(i) selling, private label web hosting and email services in Canada marketing, trading, or distributing liquefied natural gas and/or (ii) designing, permitting, constructing, developing or operating liquefied natural gas facilities and/or (iii) trading natural gas on behalf of a liquefied natural gas facility or facilities. Notwithstanding the United Statesforegoing, during the 18 month period immediately preceding Employee's termination. Employee Participant shall not be deemed to "compete, directly or indirectly" with the businesses of the Companyprohibited from being employed by, or its subsidiaries or affiliates if he becomes associated in consulting for, an entity that has a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive division immaterial to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded entity in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied aggregate, which division may compete with, or could assist another in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breachcompeting with, the Company in the Business in the Territory (a “Competitive Division”), so long as the Participant is not employed in, and Employee hereby agree that does not perform work for or otherwise provide services to, the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsCompetitive Division.

Non-Competition. Employee agrees that during During the period of Employee's employment with commencing on the date hereof --------------- and ending two (2) years after the Termination Date (the "Applicable Period"), ----------------- and provided the Company and for a period complies with all of 18 months from its obligations set forth in Section 8 hereof, the last payment of compensation to Employee by Executive shall not, without the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses prior written consent of the Company, engage in any business or its subsidiaries activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than as the holder of an interest of two percent (2%) or affiliatesless in the equity of a publicly traded corporation) or other individual, provided that Employee shall not be precluded from competing 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 the event a line of a termination of Employee's employment as a result of a material breach 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 provisions of this Agreement Termination Date, or in the event that Employee's employment is terminated by (ii) products, services or business which the Company other than for cause. For purposes or any of this Section 8, Employee shall be deemed its Subsidiaries has begun preparing to "compete, directly develop or indirectly" with the businesses offer as of the CompanyTermination Date. A product, service or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" compete with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries Subsidiaries if it is offered in any industry or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction market sector in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that its Subsidiaries do not compete nor have begun preparing to compete as of the Company will Termination Date. If termination of employment is due to the expiration of the Term, this Section 9(b) shall not be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants.applicable. ----

Non-Competition. Employee In further consideration of the consummation of the transactions contemplated herein, each Seller Party covenants and agrees that during until the period fifth (5th) anniversary of Employee's employment with the Company and for a period Closing Date (the “Non-Competition Period”), neither it nor its Affiliates, shall, without the prior written consent of 18 months from the last payment of compensation to Employee by the CompanyBuyer, Employee shall not engage in or participate in any business activity that competes, either directly or indirectly, whether or not for consideration, (a) solicit business from, or otherwise compete with Buyer for the business of, any current or prospective customer of the Business for the purchase of services or products the same as or substantially similar to, or which may be otherwise used in substitution for, products or services manufactured, sold or provided by the Business anywhere in North America or any other territory in which Seller sold products through the Business during the two (2) years prior to the Closing Date; (b) operate, control, advise, be engaged by, perform any consulting services for, invest in or otherwise become associated in any capacity with, any business, company, partnership, organization, proprietorship, or other entity, who or which, at any time during the Non-Competition Period, competes with the businesses Business anywhere in North America or any other territory in which the Seller sold products through the Business during the two (2) years prior to the Closing Date; or (c) engage in any practice the purpose of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of which is to evade the provisions of this Agreement or in the event covenant; provided, however, that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary nothing contained herein Employee may, without being deemed shall prevent any Seller Party from acquiring an equity interest of up to compete, directly or indirectly, with the businesses two percent (2%) of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed an entity whose shares are traded on a national securities exchange or traded in the over-the-counter market. It The Buyer covenants and agrees that during the Non-Competition Period, neither it nor its Affiliates, shall, without the prior written consent of Seller, either directly or indirectly, whether or not for consideration, (a) solicit business from, or otherwise compete with Seller for the business of, any current or prospective customer of KyotoCooling for the purchase of services or products the same as or substantially similar to, or which may be otherwise used in substitution for, products or services manufactured, sold or provided by KyotoCooling anywhere in North America or any other territory in which Seller sold products through KyotoCooling during the two (2) years prior to the Closing Date; or (b) engage in any practice the purpose of which is the desire and the intent of the parties that to evade the provisions of this Section 8 covenant; provided, however, that nothing contained herein shall be enforceable prevent Buyer or any of its Affiliates from acquiring an equity interest of up to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion two percent (2%) of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, entity whose shares are traded on a decree of specific performance, mandamus national securities exchange or other appropriate remedy to enforce such covenantsover-the-counter market.

Non-Competition. Employee Contractor agrees that during the period term of Employee's employment with the Company and this Agreement, and: (i) for a period of 18 months three (3) years from the last payment date of compensation this Agreement, Contractor shall not develop and/or sell risk management software to Employee by or for any person or entity in any industry; and (ii) for a period of two (2) years from the date of this Agreement, Contractor shall not, directly or indirectly: (A) perform services in the information security business as it relates to the health care provider industry (the “Business”) anywhere in the United States of America (the “Restricted Territory”), including providing funds for the same; (B) provide services routinely performed for customers or clients (“Customers”) (directly or indirectly) in the operation of the Business (“Services”) in the Restricted Territory; (C) solicit any customer of the Business for purposes of providing Services; (D) accept as a customer any Customer for purposes of providing Services; (E) induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; (F) employ, Employee shall not or engage as an independent contractor, any employee of the Company; (G) interfere with the business relationship between a Customer or employee and the Company; or (H) encourage any person to engage in or participate in any business activity that competesof the foregoing activities, including but not limited to providing financing, directly or indirectly, with the businesses for any of the Companyforegoing activities; provided, or its subsidiaries or affiliateshowever, provided that Employee shall the foregoing will not be precluded from competing with restrict the business ability of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement Contractor to purchase or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed otherwise acquire up to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% five percent of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded enterprise (but without otherwise participating in the over-the-counter marketactivities of such enterprise) if such securities have been registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934. It is Provided, further, that, subject to the desire foregoing and the intent terms of the parties that the provisions Purchase Agreement, if Xxxxx Xxxxxxx is presented with an unsolicited opportunity to perform services which would potentially be in violation of this Section 8 or the Purchase Agreement, Xx. Xxxxxxx shall be enforceable notify the Company, at which point the parties shall work together in good faith to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, develop a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsworkable solution.

Non-Competition. Employee Seller shall not, at any time within a five (5) year ---------------- period commencing immediately following the Closing (the "Effective Period"), directly or indirectly engage in, or have any interest in any person, firm, corporation or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, contractor or otherwise) that engages in the design, development, marketing, manufacture and/or sale, in any county or counties in any area throughout the world, of any product which is the same as or directly competitive with any product manufactured, marketed or sold by the Company in any such area as of the date of Closing, for either the above- mentioned five-year period or for so long as the Company or any of its successors shall engage in any of such activities in any such area (whichever period is the lesser), it being expressly understood and agreed that the Buyer is purchasing the Shares for the purpose of causing the Company to continue to engage in such activities within such areas. Seller further agrees that during the period Effective Period Seller will not (i) divulge, communicate, use to the detriment of Employee's employment with the Company and or any of its successors or for a period the benefit of 18 months from any other person or persons, or misuse in any way, any confidential information, trade secrets, secret processes, know-how, customer lists, marketing strategies or other technical data, unless required by law; (ii) directly or indirectly, either for itself or for any other person, firm or other entity, divert or take away or solicit or attempt to divert or take away any present or former customers of the last payment of compensation to Employee by the Company, Employee Company (provided that this provision shall not engage in or participate in any apply to the solicitation of such customers relating to a business activity that competesis not the same as or directly competitive with any activity of the Company); nor (iii) initiate any offer of employment to, or in any other manner solicit the services of, directly or indirectly, any person who is an employee of or service provider to the Company as of the date hereof, unless Seller first obtains the Company's prior written consent or such person's relationship with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is has been terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, least on full year prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venturethereto. Notwithstanding anything to the contrary hereinabove, nothing contained herein Employee mayshall prevent Seller from acquiring (whether through a purchase of assets or stock), without being deemed at any time and from time to compete, directly or indirectly, with time during the businesses last four years of the Company Effective period, one or its subsidiaries more businesses or affiliates own not more than 5% product lines from any third party(s), provided that the net sales of any class of the outstanding securities products of any such corporation listed on a national securities exchange businesses or traded in product lines so acquired that are the over-the-counter market. It is same as or directly competitive with any product manufactured, marketed or sold by the desire and the intent Company as of the parties that the provisions date of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee Closing comprise less than ten percent (10%) of the covenants provided in this Section 8, and, in total annual net sales of any such businesses or product lines as of the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsacquisition date.

Non-Competition. Employee agrees that during During the period term of Employee's employment with the Company this Agreement and for a period of 18 months from one (1) year following the last payment termination of compensation to Employee by the Companythis Agreement, Employee shall Executive will not engage in directly or participate indirectly whether as a partner, consultant, agent, employee, co-venturer, greater than two percent owner or otherwise or through any other person (as hereinafter defined): (a) be engaged in any business activity that competeswhich develops software or manufactures or sells hardware for use in the specialty retail, restaurant, supermarket or convenience store sectors of the POS market (A) in any part of the world in which the Company is engaged in selling its products directly or indirectlyindirectly at the time the Executive ceases to provide services hereunder, with (B) if the businesses territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be the countries in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (C) if the territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the continent of North America, (D) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be those states of the United States in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (E) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be any states in which the services performed by the Executive for the Company are directly related to the products and services provided by the Company to its customers in such states, or (F) if the territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the states of North Carolina and any other state in which the Executive actually performed services for the Company during the Employment Period; or (b) attempt to recruit any employee of the Company, assist in their hiring by any other Person, or its subsidiaries encourage any employee to terminate his or affiliates, provided that Employee shall not be precluded from competing her employment with the business Company; or (c) encourage any customer of the Company in to conduct with any other person any business or activity which such customer conducts or could conduct with the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for causeCompany. For purposes purpose of this Section 87, Employee the term "Company" shall be deemed to "competeinclude any person controlling under common control with or controlled by, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engagedprovided, otherwise than at the request however, that with respect to Tridex Corporation and any subsidiary of the CompanyTridex Corporation, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 7 shall cease and be enforceable to the fullest extent permissible under the laws of no force and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that effect one (1) year after the Company will have is no adequate remedy at law for the breach by Employee longer a subsidiary of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsTridex.

Non-Competition. (a) During the period Employee agrees is employed by the Company and for a further period of two (2) years after termination of employment with the Company for any reason, Employee will not, directly or indirectly, either for Employee's own benefit or for the benefit of any other person, firm or corporation whatsoever, other than the Company, (i) directly engage in any commercial activity that competes with the Company in the geographic areas where the Company has conducted its business during the period of three years before the Employee's employment with the Company ends, (ii) serve any of the then-existing clients or customers of the Company, any clients or customers that have had a relationship with the Company during the preceding twelve (12) months, or any potential clients or customers that were solicited by the Company during the preceding twelve (12) months, (iii) in any way interfere or attempt to interfere with the Company's relationships with any of its current or potential customers, or (iv) employ or attempt to employ any of the Company's then employees on behalf of any other entity competing with the Company. Employee acknowledges that if Employee breaches this covenant, the Company will be irreparably and immeasurably injured. Therefore, Employee agrees that in addition to any other remedies available to the Company, the Company may apply to a court of competent jurisdiction for a temporary and/or permanent injunction and that such court may grant such injunction to restrain and prohibit such breach by Employee. Notwithstanding the foregoing, it is understood that the restrictions contained in this Section 3 will cease to be applicable to any activity of the Employee from and after such time as the Company (i) will have ceased all business activities for a period of 18 months from sixty (60) days or (ii) will have made a decision through the last payment Board of compensation Directors not to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Companycontinue, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business will have ceased for a period of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venturesixty (60) days, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive activities with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by activity of Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will would be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantscompetitive.

Non-Competition. Employee agrees that during the period of Employee's employment with the Company and for (a) For a period of 18 months from [***] years following the last payment of compensation to Employee by Closing Date (the Company“Restricted Period”), Employee shall not neither Seller shall, whether directly or indirectly or alone or in collaboration with any other person, through any Affiliate, engage in or participate (or invest in any business activity that competes, directly engages or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company participates) anywhere in the event world in any research, development, product design, manufacturing, production, distribution, marketing, promotion, sale or commercialization relating to the discovery, development or commercialization of any [***] (a termination of Employee's employment as a result of a material breach “Restricted Business”), in each case including by the Company of the provisions of this Agreement owning, managing, operating, controlling or otherwise participating in the event that Employee's employment is terminated by the Company other than for cause. For purposes ownership, management, operation or control of this Section 8any entity engaged in any such activities, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, whether as an officeremployer, director proprietor, partner, equityholder, consultant, agent or employee of[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. otherwise; provided that, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding notwithstanding anything to the contrary contained herein Employee mayin the foregoing, without being deemed to competenothing in this Section 5.07 shall restrict, directly prohibit or indirectlylimit in any respect a Seller or any of its Affiliates from (i) acquiring (and thereafter operating) the whole or any part of, with or investing in, a person which engages in any Restricted Business or the businesses whole or any part of a business which includes any Restricted Business so long as either (A) the revenues of the Company or its subsidiaries or affiliates own not Restricted Business being acquired constitute no more than 5% [***] of the revenues of the person or business being acquired (as set out in the latest available annual financial statements of that person or business) or (B) if such [***] threshold is exceeded, such Seller or Affiliate completes the sale of the Restricted Business within [***] of the acquisition; provided that if such sale is subject to regulatory approval then such [***] period shall be extended until [***] business days after all regulatory approvals have been received, but only to the extent that the parties to such sale are using commercially reasonable efforts to obtain any class such approvals; (ii) being a passive owner of the outstanding securities capital stock or other equity interests of any such corporation person; or (iii) owning any interest in an entity whose securities are publicly traded or listed on with a national securities exchange or traded in exchange. For the over-the-counter market. It is avoidance of doubt, (A) the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided restrictions set forth in this Section 85.07 shall not apply with respect to [***]; and (B) during the Restricted Period, and, Sellers shall not grant any sublicense under the Sellers License in any manner designed to circumvent or otherwise avoid the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsrestrictions set forth in this Section 5.07.

Non-Competition. Employee The Company agrees to provide the Consultant with Confidential Information, which the Consultant has not had access to or knowledge of before the execution of this Agreement. The Consultant agrees that to protect the Company’s Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Consultant in this Agreement: The Consultant agrees that during the period of Employee's employment with the Company Term and for a period of 18 months from two (2) years following any termination or expiration of the last payment Term (the “Non-Compete Period”), neither the Consultant nor any Affiliate (as hereinafter defined) of compensation to Employee by the Consultant shall, unless acting on behalf of the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, as owner, partner, joint venturer, member, manager, employee, consultant, stockholder, broker, agent, principal, trustee, director, licensor or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, contribute knowledge to, or have any connection with any business engaged in (a) activities in competition with the businesses Company in any geographic area or market in which the Company or any of its Affiliates is operating, or (b) activities in any geographical area or market in which the Company or any of its Affiliates is actively pursuing or formulating a plan to pursue operations during the Consulting Term (collectively, a “Competitive Market”); provided, however, that the Consultant may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2%) of any class of stock or securities of such corporation. The restrictive covenant contained in this Article X is a covenant independent of any other provision of this Agreement, and the existence of any claim which the Consultant may allege against the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of whether based on this Agreement or in otherwise, shall not prevent the event that Employee's employment is terminated by the Company other than for causeenforcement of this covenant. For purposes of determining the termination of the Non-Compete Period, the length of time for which this Section 8, Employee covenant not to compete shall be deemed in force shall not include any period of violation or any other period required for litigation during which the Company seeks to "competeenforce this covenant. In the event that this covenant not to compete shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. As used in this Agreement, “Affiliate” of any person means any person, directly or indirectly" , controlling, controlled by or under common control with the businesses of the Companysuch person, or its subsidiaries or affiliates if Employee and includes any person who is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity withof such person, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not person who would be deemed to "competebe an “affiliate” or an “associate” of such person, directly or indirectly" with the businesses as those terms are defined in Rule 12b-2 of the CompanyGeneral Rules and Regulations under the Securities Exchange Act of 1934, or its subsidiaries or affiliates if he becomes associated as amended, and, in a management or ownership, consultant or agent, capacity withthe case of the Consultant, any corporationof his family members. As used in this definition, partnership or other enterprise or venture“controlling” (including, the business of which is competitive to the Companywith its correlative meanings, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete“controlled by” and “under common control with”) means possession, directly or indirectly, with of power to direct or cause the businesses direction of management or policies (whether through ownership of securities, partnership or other ownership interests, by contract or otherwise). Following the expiration of the Non-Compete Period, Consultant shall continue to be obligated under Article VII not to use or disclose Confidential Information of the Company or its subsidiaries or affiliates own so long as it shall not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantspublicly available.

Non-Competition. Employee agrees For the applicable Restriction Period (as that during the period of Employee's employment term is defined below), subject to Section 5.2(b) hereof, Seller shall comply with the Company restrictions set forth in this Section 5.2 and for a period shall cause the Indian Seller and all other Affiliates of 18 months from Seller (collectively with Seller, the last payment of compensation “Seller Subject Parties”), to Employee by comply with the Companyrestrictions set forth in this Section 5.2. During the Restriction Period, Employee the Seller Subject Parties shall not engage in or participate in any business activity that competesnot, directly or indirectly, with through any other Person acting at the businesses direction or on behalf of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company any such party anywhere in the event of a termination of Employee's employment as a result of a material breach by world (the Company of the provisions of this Agreement or “Territory”) engage in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly Restricted Business in any manner or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Companycapacity (e.g., as an advisor, principal, agent, partner, member, officer, director director, shareholder, employee, member of any association, or employee 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 is other property, or becomes associated otherwise lend financial or other assistance in a management any form to any Person engaged in, or ownership, consultant or agent, capacity withwill within the Restriction Period engage in, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or ventureCompetitive Activities. Notwithstanding anything to the contrary contained herein Employee maycontrary, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 5.2 shall be enforceable 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 the fullest 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 the extent permissible of activities and business unrelated to the Business), so long as the same does not include marketing, selling, licensing, reselling or providing any products or services included within the definition of “Restricted Business,” and (ii) as a reseller of Buyer or its Affiliate’s for TEM solutions under the laws and public policies applied in each jurisdiction in which enforcement is sought. AccordinglyReferral Agreement, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsactivities or business contemplated under the MSA.

Non-Competition. Employee agrees that In exchange for the promises set forth herein, including the consideration set forth in Paragraph 1, and in order to protect the Company’s goodwill and other legitimate business needs, during the period of Employee's Participant’s employment with the Company and/or its Affiliates and for a period one year following the Participant’s termination of 18 months from employment for any reason, the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competesParticipant will not, directly or indirectly, alone or jointly, with the businesses of the Companyany person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or its subsidiaries or affiliatespartially), provided that Employee shall not be precluded from competing with possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged in business activities anywhere in the Territory that are competitive with the Business, provided, however, if the Participant voluntarily resigns without Good Reason (as defined in the Severance Plan), and not due to a Qualifying Retirement (as defined in the Retirement Policy), within three years following the Grant Date, this Paragraph 7(A) will only apply in the event of a termination of Employee's employment as a result of a material breach by the Company elects to make the payments set forth in Paragraph 7(E) subject to the requirements of that Paragraph 7(E). Notwithstanding the foregoing, the Participant shall not be prohibited from passively owning less than 1% of the provisions securities of this Agreement or in the event that Employee's employment is terminated by the Company other than for causeany publicly-traded corporation. For purposes of this Section 8Paragraph 7(A), Employee shall be deemed to "compete, directly or indirectly" with “Territory” means anywhere in which the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated Company engages in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture Business and “Business” means the business of which includes wholesale(i) selling, private label web hosting and email services in Canada marketing, trading or distributing liquefied natural gas and/or (ii) designing, permitting, constructing, developing or operating liquefied natural gas facilities and/or (iii) trading natural gas on behalf of a liquefied natural gas facility or facilities. Notwithstanding the United Statesforegoing, during the 18 month period immediately preceding Employee's termination. Employee Participant shall not be deemed to "compete, directly or indirectly" with the businesses of the Companyprohibited from being employed by, or its subsidiaries or affiliates if he becomes associated in consulting for, an entity that has a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive division immaterial to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded entity in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied aggregate, which division may compete with, or could assist another in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breachcompeting with, the Company in the Business in the Territory (a “Competitive Division”), so long as the Participant is not employed in, and Employee hereby agree that does not perform work for or otherwise provide services to, the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsCompetitive Division.

Non-Competition. Employee agrees The Executive acknowledges that because of his --------------- position he has had and will have access to extremely confidential information of the Company including trade secret, marketing plans, long term strategic plans, and other information which would cause the Company irreparable harm if it were available or his services were available after termination of his employment with the Company to a competitor of the Company. Therefore, during the period of Employeethe Executive's employment with under this agreement (including the Company term of any leave of absence) and for a period after termination of 18 employment equal to the greater of (x) six months from and (y) the last payment number of compensation to Employee by months of severance for which the CompanyExecutive shall be eligible (but not more than twelve months), Employee the Executive shall not engage in or participate in any business activity that competesnot, directly or indirectly, with engage or be interested in any business which engages in the businesses of United States, or in other geographic areas in which the Company, Company or its subsidiaries or affiliateshave done business, provided that Employee shall not be precluded from competing in a business directly competitive with the business of the Company in the event or any of a termination of Employee's employment its subsidiaries at such date or as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for causemay be planned at such date. For purposes of this Section 8, Employee The Executive shall be deemed to "compete, be directly or indirectly" with the businesses of the Companyindirectly interested in a business if he is engaged or interested in that business as a stockholder, or its subsidiaries or affiliates if Employee is or becomes engageddirector, otherwise than at the request of the Company, as an officer, director or employee ofemployee, or is or becomes associated in a management or ownershipsalesman, sales representative, agent, broker, partner, individual proprietor, lender, licensor, consultant or agentotherwise, capacity with, any corporation, partnership but not if his interest is limited solely to ownership of 5% or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses less of the Company, equity or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% debt securities of any class of the outstanding securities of any such a corporation whose shares are listed for trading on a national securities exchange or traded in the over-the-counter market. It is Nothing in this section shall prohibit the desire and Executive from working for a company in a non-competing area although that Company may in another part of its business compete with the intent business of the parties that Company so long as the provisions of this Section 8 Executive shall not be enforceable to the fullest extent permissible under the laws directly involved or meaningfully and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, materially assist in the event competitive part of such breachthat business. (For example, the Company and Employee hereby agree that Executive may work for Conde Nast in non-competitive areas but may not be involved in the Company will be entitled to an injunction, a decree activities of specific performance, mandamus or other appropriate remedy to enforce such covenantsWired Magazine.)

Non-Competition. Employee As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the provision of this confidential information, and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the period Restricted Period, the Executive will not, within or with respect to the geographical area of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company and its Affiliates operate (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "competeRestricted Period (the “Restricted Area”), except in the furtherance of the Parent’s Business directly or indirectly" indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the businesses Restricted Area that may be used as a substitute for or otherwise competes with either the Parent’s Business or any product or service of the Company, or Company and any of its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, Affiliates carried out during the business of which is competitive to the Company, period commencing two (2) years prior to the date that hereof and ending on the businesses date of termination of the Restricted Period or contemplated during such period to be carried out by the Company becomes competitive or any of its Affiliates, (y) any business (including by the Executive or in association with the business of such corporation, partnership any Person) that provides services or other enterprise products to any current or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses former customer of the Company or its subsidiaries Affiliates that are similar to or affiliates own not competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Parent’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit the Executive from owning securities having no more than 52% of the outstanding voting power of any publicly traded competitor, or participating as a passive investor in a private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any class of the outstanding securities of any such corporation listed on a national securities exchange or publicly traded company engaged in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsParent’s Business.

Non-Competition. (a) In view of the unique and valuable services it is expected Employee agrees that during will render to the period of LDI Companies, Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses knowledge of the Companycustomers, or its subsidiaries or affiliatestrade secrets, provided that Employee shall not be precluded from competing with and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the LDI Companies it is expected Employee will obtain, and in consideration of the event compensation to be received hereunder, Employee agrees (i) that he will not during the period he is employed by any of the LDI Companies under this Agreement or otherwise Participate In (hereinafter defined in this Section 6) any other business or organization, whether or not such business or organization now is or shall then be competing with, or now is or shall then be of a termination nature similar to, the business of Employee's employment as any of the LDI Companies, and, (ii) subject to the last sentence of this Section 6(a), for a result period of a material breach six (6) months after he ceases to be employed by any of the LDI Companies under this Agreement or otherwise, he will not compete with, or Participate In any other business or organization which during such six-month period competes with, either the Company or any of the other LDI Companies for which Employee renders services hereunder, with respect to any product or service sold or activity engaged in up to the time of such cessation in any geographical area in which at the time of such cessation such product or service is sold or activity engaged in, except that in each case the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall 6(a) will not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein breached merely because Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own owns not more than 5% of any class of the outstanding securities common stock of any a corporation, if, at the time of its acquisition by Employee, such corporation stock is listed on a national securities exchange exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter marketmarket by a member of a national securities exchange. It is Notwithstanding clause (ii) above, if either (x) the desire and Company terminates Employee's employment under this Agreement or otherwise for reasons other than those described in Section 10(a), (ii), (iii) or (iv) hereof, or (y) Employee terminates his employment with the intent Company under this Agreement or otherwise prior to Marcx 00, 0000, xx, (x) xx or before scheduled expiration of the parties that Employment Period (i.e., March 31, 2001), Employee is not offered a new contract of employment with the provisions of this Section 8 shall be enforceable to Company (or LDI Wireless, as the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglycase may be) on equal or better terms, if any particular portion of this Section 8 is adjudicated unenforceable taken as a whole, than as set forth herein, then in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that case the Company will have no adequate remedy at law for the breach by Employee of the covenants provided restrictions set forth in this Section 8, and, in 6(a) shall not apply from and after the event effective date of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantstermination.

Non-Competition. Subject to the provisions of Section 3.2, Employee agrees that during the period of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee Non-Competition Period (as hereinafter defined), she will not in any manner, directly or indirectly, except as specifically contemplated by the Companyterms of her employment or expressly set forth in this Agreement, Employee shall not engage (i) be employed by, engaged in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any entity which now or at any time during the Non-Competition Period engages in any business activity that competescompetitive, directly or indirectly, with the businesses business of the Company, CCL or any of its subsidiaries or affiliatesdivisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, provided that Employee shall not be precluded from competing with at the business of the Company in the event of a termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such area to other unaffiliated entities, (ii) solicit or divert from CCL or any of its subsidiaries or divisions any business or any customer, or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (18) months immediately preceding such date of solicitation or diversion, or assist any person, firm or corporation in doing so or attempting to do so, or (iii) on her own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment or other retention of any employee or consultant who was employed or retained by CCL or any of its subsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any class or series of equity securities of any entity which is publicly traded so long as a result of a material breach by the Company Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the provisions voting rights or equity ownership of this Agreement or in the event that Employee's employment is terminated by the Company other than for causesuch entity. For purposes of this Section 87.3, Employee a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to "competehave existed at the time of termination of Employee's employment if (i) within three (3) months after the termination of Employee's employment, directly CCL or indirectly" with the businesses any of the Company, or its subsidiaries or affiliates if Employee is divisions shall not have entered into a letter of intent or becomes engaged, otherwise than at made a public announcement of intention to engage in business in such geographical area or (ii) within one (1) year after the request termination of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "competeemployment, directly CCL or indirectly" with the businesses any of the Company, or its subsidiaries or affiliates if he becomes associated divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business in such geographical area. The provisions of this Section 7.3 shall extend for the Term and survive the Term for eighteen (18) months after the end of the Term; provided, however, that in the case of a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business termination of which is competitive employment pursuant to the Companyprovisions of Section 6.1, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 7.3 shall be enforceable extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that in the case of a termination of employment pursuant to the fullest extent permissible under provisions of Sections 6.3, the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion provisions of this Section 8 7.3 shall extend until the last payment of Base Salary is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that made pursuant to Section 6.3(A) (the Company will have no adequate remedy at law for the breach by Employee of the covenants provided period described in this Section 8, and, in sentence is referred to herein as the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants"Non-Competition Period").

Non-Competition. Employee hereby expressly covenants and agrees that he shall not, without the express written consent of the Company, for his own account or jointly with any other person, during the period Term of Employee's employment with the Company this Agreement and for a period of 18 months from the last payment of compensation to Employee by the Companyone year thereafter, Employee shall not engage in or participate in for any business activity that competesreason, directly or indirectly, with the businesses of the Company(i) establish or manage any business, or its subsidiaries enter into the employ of, or affiliatesrender any services to, provided that Employee shall not be precluded from competing with any person, firm or corporation engaged in the business of the Company in the event of a termination of Employee's employment providing services as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8an Internet service provider ("ISP"); (ii) own, Employee shall be deemed to "competemanage, directly or indirectly" with the businesses of the Companyoperate, join, control, loan money to, invest in, or its subsidiaries otherwise participate in, or affiliates if Employee is be connected with, or becomes engaged, otherwise than at the request of the Company, become or act as an officer, director employee, consultant, representative or employee ofagent of any business, individual, partnership, firm or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or corporation (other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of than the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of ) which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses a customer of the Company or its subsidiaries or affiliates own not more than 5% was at any time during the Term of any class this Agreement a customer of the outstanding Company ("Competitive Activities"); or (iii) intervene in or interfere with any relationships between the Company and its vendors or customers (including potential customers identified by the Company during the Term of this Agreement) or disrupt its customer markets, anywhere in the world in which the Company conducts Company business. Notwithstanding the foregoing, the Employee may at any time own, solely as an inactive investor, securities of any entity, whether or not in competition with the Company, if (i) such corporation listed securities are publicly traded on a national securities nationally-recognized stock exchange or traded in on NASDAQ, and (ii) the over-the-counter market. It is aggregate holdings of such securities by the desire Employee and the intent his immediate family do not exceed two percent (2%) of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee voting power or two percent (2%) of the covenants provided in this Section 8, and, in the event capital stock of such breach, the entity. Company and Employee hereby agree that the restrictions set forth hereinabove are intended to prohibit post-termination employment of Employee which would unfairly disadvantage Company as an ISP and nothing contained herein shall be interpreted to bar Employee from employment as a President and Chief Operating Officer in a company which does not provide services as an ISP or is not a customer of Company, and with respect to any such companies as may be competitors or customers of Company, Company will be entitled to an injunction, consider Employee's written request for a decree waiver of specific performance, mandamus or other appropriate remedy to enforce such covenantsthis provision on a case by case basis.

Non-Competition. For For so long as the Employee agrees that during the period of Employee's employment with is employed by the Company or receiving payment hereunder and continuing for a period of 18 months from two years after the last payment date of compensation to the termination of the employment of the Employee by with the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with notwithstanding whether the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by with or without Cause or whether the Employee resigns, the Employee shall not, without the prior written consent of the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "competeand Imax, directly or indirectly" with the businesses of the Companyindirectly anywhere within Canada, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, employee, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than Imax: (x) solicit, endeavour to entice away or gain the 18 custom of, canvass or interfere in the Company's and/or Imax's relationship with any person or entity who is, or was within the then most recent 12-month period immediately preceding period, a supplier, customer or client (or, at the time of termination of Employee's termination. Employee shall not be deemed employment, reasonably anticipated to "competebecome a supplier, directly customer or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses client) of the Company becomes competitive and/or Imax and with whom the Employee had dealings during his employment with the business Company; or (y) render any service to or in any way be affiliated with a Competitor of such corporationImax. A "Competitor" of Imax shall be defined for these purposes as any person or entity which is either: (i) primarily engaged or reasonably anticipated to become primarily engaged in the Business, partnership or other enterprise (ii) engaged in, or venturereasonably anticipated to become engaged in the Business, though not primarily, - but then only if the Employee would be directly and materially involved in the Business. Notwithstanding anything to the contrary contained herein Employee may"Business" shall be defined for these purposes as designing or supplying large format theatres, without being deemed to competedesigning or distributing projection or sound systems for large format theatres, directly designing or indirectlysupplying motion simulation attractions, producing, developing, making, formatting, re-formatting or distributing films for large format theatres or motion simulation attractions or designing, supplying, marketing, manufacturing or otherwise offering for sale or purchase image capture, post capture image processing or projection display systems, including but not limited to, in connection with the businesses of the Company "electronic cinema" projector or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made"digital cinema" projector business. The parties recognize Employee confirms that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided all restrictions in this Section 8, and, in are reasonable and valid and waives all defences to the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsstrict enforcement thereof.

Non-Competition. For so long as the Employee agrees that during the period of Employee's employment with is employed by the Company or receiving payment hereunder and continuing for a period of 18 months from two years after the last payment date of compensation to the termination of the employment of the Employee by with the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with notwithstanding whether the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by with or without Cause or whether the Employee resigns, the Employee shall not, without the prior written consent of the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "competeand Imax, directly or indirectly" with the businesses of the Companyindirectly anywhere within Canada, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, employee, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than Imax: (x) solicit, endeavour to entice away or gain the 18 custom of, canvass or interfere in the Company's and/or Imax's relationship with any person or entity who is, or was within the then most recent 12-month period immediately preceding period, a supplier, customer or client (or, at the time of termination of Employee's termination. Employee shall not be deemed employment, reasonably anticipated to "competebecome a supplier, directly customer or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses client) of the Company becomes competitive and/or Imax and with whom the Employee had dealings during his employment with the business Company; or (y) render any service to or in any way be affiliated with a Competitor of such corporationImax. A "Competitor" of Imax shall be defined for these purposes as any person or entity which is either: (i) primarily engaged or reasonably anticipated to become primarily engaged in the Business, partnership or other enterprise (ii) engaged in, or venturereasonably anticipated to become engaged in the Business, though not primarily, -- but then only if the Employee would be directly and materially involved in the Business. Notwithstanding anything to the contrary contained herein Employee may"Business" shall be defined for these purposes as designing or supplying large format theatres, without being deemed to competedesigning or distributing projection or sound systems for large format theatres, directly designing or indirectlysupplying motion simulation attractions, producing, developing, making, formatting, re-formatting or distributing films for large format theatres or motion simulation attractions or designing, supplying, marketing, manufacturing or otherwise offering for sale or purchase image capture, post capture image processing or projection display systems, including but not limited to, in connection with the businesses of the Company "electronic cinema" projector or its subsidiaries "digital cinema" projector business or affiliates own not more than 5% of any class of the outstanding securities of any films for such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is madesystems. The parties recognize Employee confirms that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided all restrictions in this Section 8, and, in are reasonable and valid and waives all defences to the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsstrict enforcement thereof.

Non-Competition. Employee Executive agrees that during the period of Employee's employment with the Company and for a period of 18 twelve (12) months from after termination of her employment (the last payment of compensation to Employee by the Company"Non-Competitive Period"), Employee Executive shall not engage in or participate in any business activity that competesnot, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the businesses research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are generically the same as, or are otherwise competitive with, products or services of the Company, in existence or its subsidiaries or affiliatesunder development, provided that Employee shall not be precluded from competing with in any geographic area where, at the time of termination of her employment hereunder, the business of the Company was being conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity controlled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, for himself, themselves, or for any other person or entity, any employee or consultant of the Company or any of its affiliates, or request or cause any employee or consultant of the Company or any of its affiliates to terminate her employment or services with the Company or any of its affiliates. If any portion of the restrictions set forth in this Section 5 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. Executive declares that the territorial, time limitations and scope of activities restricted as set forth in this Section 5 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a termination court of Employee's employment as competent jurisdiction, Executive agrees to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. The existence of any claim or cause of action by Executive against the Company shall not constitute a result of a material breach defense to the enforcement by the Company of the provisions foregoing restrictive covenants, but such claim or cause of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee action shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantslitigated separately.

Non-Competition. Employee Executive agrees that during the period of Employee's employment with the Company and for a period of 18 twelve (12) months from after termination of her employment (the last payment of compensation to Employee by the Company"Non-Competitive Period"), Employee Executive shall not engage in or participate in any business activity that competesnot, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the businesses research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are generically the same as, or are otherwise competitive with, products or services of the Company, in existence or its subsidiaries or affiliatesunder development, provided that Employee shall not be precluded from competing with in any geographic area where, at the time of termination of her employment hereunder, the business of the Company was being conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity controlled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, for herself, themselves, or for any other person or entity, any employee or consultant of the Company or any of its affiliates, or request or cause any employee or consultant of the Company or any of its affiliates to terminate her employment or services with the Company or any of its affiliates. If any portion of the restrictions set forth in this Section 5 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. Executive declares that the territorial, time limitations and scope of activities restricted as set forth in this Section 5 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a termination court of Employee's employment as competent jurisdiction, Executive agrees to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. The existence of any claim or cause of action by Executive against the Company shall not constitute a result of a material breach defense to the enforcement by the Company of the provisions foregoing restrictive covenants, but such claim or cause of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee action shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantslitigated separately.

Non-Competition. The Employee agrees that during the period Term of Employee's employment with the Company this Agreement and for a period of 18 months from one (1) year thereafter (or for a period of one (1) year after the last payment date of compensation to termination if this Agreement is sooner terminated by a party hereto as herein provided), the Employee by shall not, unless acting pursuant hereto or with the prior written consent of the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly: (a) solicit business from or perform services for, with any person, company or other entity which at any time during the businesses of Employee's employment by the Company, Company is or its subsidiaries was a client or affiliates, provided that Employee shall not be precluded from competing with the business customer of the Company if such business or services are of the same general character as those engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of the employees away from the Company; (c) own, manage, operate, finance, join, control or participate in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement ownership, management, operation, financing or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Companycontrol of, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, be connected as an officer, director or employee ofdirector, or is or becomes associated in a management or ownershipemployee, partner, principal, agent, representative, consultant or agent, capacity with, otherwise with any corporation, partnership business or other enterprise or venture engaged in the business of which includes wholesale, private label web hosting and email services in Canada residential sub-prime mortgage lending (or any other lines of business that Company enters into during the Term of this Agreement) within the United States, during States ; (d) use the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses name of the Company or its subsidiaries any name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or affiliates own not more than 5% permit use of any class such name after expiration of the outstanding securities of any such corporation listed on a national securities exchange or traded period, provided, however, that nothing in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section Paragraph 8 shall be enforceable construed to prohibit the fullest extent permissible under Employee from investing his assets in other businesses, provided, that such businesses are not in direct competition with Company or the laws and public policies applied in each jurisdiction in which enforcement is soughtPartnership. Accordingly, if any particular portion In the event that the provision of this Section 8 is Paragraph should ever be adjudicated unenforceable to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such adjudication provisions shall apply only be deemed reformed in that particular such jurisdiction in which such adjudication is madeto the maximum time, geographic, service or product limitations permitted by applicable law. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants9.

Non-Competition. Employee agrees that during During the period Term of Employee's employment with Employment and (i) if the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that EmployeeExecutive's employment is terminated by the Company for other than Cause or Disability or the Executive terminates his employment for cause. For purposes Good Reason, during the period beginning on the Date of this Section 8Termination and ending on the 24 month anniversary thereof or (ii) if the Executive's employment is terminated by the Company for Cause or Disability or the Executive terminates his employment for a reason other than Good Reason, Employee during the period beginning on the Date of Termination and ending on the 12 month anniversary thereof (as applicable, the "Restrictive Covenant Coverage Period"), the Executive shall be deemed to "competenot, directly or indirectly" with without the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request prior written consent of the Company, as an a shareholder, officer, director or employee ofdirector, partner, consultant, employee, or otherwise, engage directly in any business or enterprise which is or becomes associated "in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectlycompetition" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries successors or affiliates own not assigns (such entities collectively referred to hereinafter in this Paragraph 9 as the "Company"); provided, however, that the Executive's ownership of less than five percent of the issued and outstanding voting securities of a publicly traded company shall not, in and of itself, be deemed to constitute such competition. A business or enterprise is deemed to be "in competition" if it is conducting a retail grocery business in any of the geographical regions in which the Company conducts substantial business on the Date of Termination and (I) more than 510% of any class the total revenue of the outstanding securities of any such corporation listed on a national securities exchange business or traded in enterprise is attributable to the over-the-counter market. It is retail grocery business, and (II) the desire and Executive does or will provide material services for, advise, or consult or otherwise share material information with, the intent portion of the parties that business or enterprise, or the provisions of this Section 8 employees thereof, engaged in competition. Notwithstanding anything herein to the contrary, Wal Mart Stores, Inc. and its affiliates and KMart Corporation and its affiliates shall be enforceable considered to be "in competition" with the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsCompany.

Non-Competition. Employee Executive agrees that during as long as he/she is in the period employ of Employee's employment with the Company and for a period of 18 twelve (12) months from the last payment after termination of compensation to Employee by the Companyemployment, Employee shall not engage in or participate in for any business activity that competesreason, Executive will not, directly or indirectly, either alone or jointly with others or as an employee, agent, consultant owner, partner, joint venturer, stockholder, broker, principal, corporate officer, director, licensor or in any other capacity or as an employee of any person, firm or company, anywhere in the world, engage in, become financially interested in, be employed by or have any connection with any business or venture that is engaged in any activities involving (i) products or services competing with the businesses Company’s products or services, or with such of the Company’s Affiliates products and services which relate to the Company actual or proposed business, products or research and development, as they shall be at the time of termination of my employment, or its subsidiaries (ii) information, processes, technology or affiliatesequipment which competes with information, provided that Employee processes, technology or equipment in which the Company has a proprietary interest, or in which any of the Company’s Affiliates then has a proprietary interest and which are related to the Company actual or proposed business, products or research and development. The foregoing shall not be precluded from competing with apply to (i) holdings of securities of any company the business shares of which are publicly traded on an internationally recognized stock exchange, which do not exceed 1% of the issued share capital of such public company, so long as Executive has no active role in such public company as a director, officer, employee, consultant (including as an independent consultant) or otherwise, or (ii) de minimis non- commercial activities. Executive further agrees that as long as he/she is in the employ of the Company in the event and for a period of a twelve (12) months after termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than employment, for cause. For purposes of this Section 8any reason, Employee Executive shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, not- either directly or indirectly, either alone or jointly with others or as an employee, agent, consultant owner, partner, joint venturer, stockholder, broker, principal, corporate officer, director, licensor or in any other capacity or as an employee of any person, firm or company, anywhere in the world- solicit, canvas or approach in competition with the businesses Company, any person or entity which, to Executive’s knowledge, was provided with goods or services by the Company (“Customer”), provided goods or services to the Company (“Provider”) or who invested or contemplated investment in the Company (“Investor”) at any time during the 24 months immediately prior to the Termination Date, for the purpose of offering or receiving goods or services of the Company same type as or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable similar to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that goods or services supplied or received by the Company will have no adequate remedy at law the Termination Date or for the breach by Employee purpose of soliciting investment in an entity other than the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsCompany.

Non-Competition. Employee Seller agrees that it shall not, on its own behalf or on behalf of any other Person, and shall cause its controlled Affiliates to not, at any time during the period of Employee's employment with commencing on the Company Closing Date and for a period of 18 ending on the date that is eighteen (18) months from after the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competesClosing Date, directly or indirectly, engage in any Restricted Business in the Restricted Area, including by owning, managing, operating or controlling any Person engaged in any business that is the same as, similar to, or the functional equivalent of, and, in each case, competitive with, the Restricted Business, or providing services as a consultant or independent contractor to, any Person engaged in any business that is the same as, similar to or the functional equivalent of, and, in each case, competitive with, the Restricted Business, in all cases within the Restricted Area. For the purposes of this provision, “engaging in any business that is the same as, similar to or the functional equivalent of, and, in each case, competitive with the businesses Restricted Business” includes any acts of preparing to form a competitive business, such as soliciting potential customers for future work, securing financing, raising capital investment, hiring employees, purchasing equipment, purchasing or leasing office space, and any related preparations. (b) Seller acknowledges and agrees that, for purposes of this Section 6.6, indirect acts by Seller shall include an act by any Person directly or indirectly controlled by Seller. For the Companyavoidance of doubt, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination transaction that results in the equity or assets of Employee's employment Seller being directly or indirectly acquired by a Third Person (such Third Person, a “Seller Acquiror”), this Section 6.6 shall not restrict such Seller Acquiror or any of its Affiliates (other than Seller) from engaging in any Restricted Business so long as a result such Seller Acquiror does not conduct Restricted Business in the Restricted Area through Seller or otherwise cause Seller to engage in the Restricted Business in violation of a material breach by Section 6.6(a) above. (c) Seller acknowledges that (i) the confidential and proprietary information and the goodwill associated with the Company Business and its customers, suppliers, vendors and employees is an integral component of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses value of the Company becomes competitive with Group being acquired by Buyer and that the obligations of Seller under Section 6.9 and this Section 6.6 are a material inducement to Buyer’s execution and performance of this Agreement, (ii) at the time that these restrictive covenants are made, to the extent applicable to Seller, the limitations as to time, geographic scope and activity to be restrained, as described in this Section 6.6 are reasonable and do not impose a greater restraint than necessary to protect the Company Group’s and Buyer’s legitimate business interests and the value of such corporationthe transaction to Buyer, partnership or other enterprise or ventureincluding, without limitation, confidential information, client, customer, vendor and/or employee relationships, and client and/or customer goodwill and business productivity, (iii) Seller has carefully read this Agreement and has given careful consideration to the restraints imposed upon Seller by this Section 6.6 and consents to the terms of the restrictive covenants in this Section 6.6 imposed upon it and (iv) the restrictions set forth in this Section 6.6 are fair and reasonable in light of the nature and geographic scope of the operations of the Company Group in the Restricted Area. (d) Notwithstanding anything to the contrary contained herein Employee mayin this Section 6.6, without being deemed to competeSeller may own or hold, solely as passive investments, securities of other persons engaged in the Company Business, as long as each such investment the securities held by Seller does not exceed five percent (5%) of the outstanding securities of such Person; provided, however, that Seller shall not be permitted to, directly or indirectly, with participate in, or attempt to influence, the businesses management, direction or policies of (other than through the Company or its subsidiaries or affiliates own not more than 5% exercise of any class of the outstanding securities of voting rights held by Seller in connection with such securities), or lend Seller’s name to, any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsPersons.

Non-Competition. Employee agrees that Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the period Employment Term and for the twelve (12) months to run consecutively, beginning on the last day of the Employee's ’s employment with the Company Company, for any reason or no reason and for a period whether employment is terminated at the option of 18 months from the last payment of compensation to Employee by or the Company, the Employee shall agrees and covenants not to engage in or participate in Prohibited Activity for any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business Competitor of the Company that carries on business within (i) the state in which Employee primarily performs services for the event Company; (ii) all other states of a the United States of America in which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of Employee's employment as a result of a material breach by ’s relationship with the Company; and (iii) any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the provisions termination of this Agreement or in Employee’s relationship with the event that Employee's employment is terminated by the Company other than for causeCompany. 8.2.1. For purposes of this Section 8, “Prohibited Activity” is activity in which the Employee shall be deemed to "compete, directly or indirectly" with contributes the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete’s knowledge, directly or indirectly, in whole or in part, engages or invests in, owns, manages, operates, finances, controls, or participates in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lends the Employee’s name or any similar name to, lends Employee’s credit to or renders services or advice to, any business whose products or activities compete in whole or in part with the businesses products or activities of the Company Company, including those engaged in the business of investment reporting and accounting. Prohibited Activity also includes activity that may require or its subsidiaries inevitably requires disclosure of trade secrets, proprietary information or affiliates own Confidential Information. 8.2.2. This Section 8 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot more than 5% be waived by agreement or from complying with any applicable law or regulation or a valid order of any class a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the outstanding securities law, regulation, or order. The Employee shall promptly provide written notice of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable order to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is soughtCompany’s Chief Executive Officer. Accordingly, if any particular portion 8.2.3. For purposes of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and“Competitor” means any company for whom investment reporting, in the event accounting, or analytics for institutional investors forms a material part of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantstheir business. 8.3.

Non-Competition. Employee agrees acknowledges and recognizes the highly competitive nature of the Company’s business and that during the period of Employee's employment ’s position with the Company and for a period access to the Company’s confidential records and proprietary information renders Employee special and unique. In consideration of 18 payments made and to be made by the Company to Employee pursuant to this Agreement and the Asset Purchase Agreement (including, without limitation, pursuant to Section 3 hereof), Employee agrees that (A) during the Term or (B) in the event Employee’s employment is terminated prior to the end of the Term, until the later of (x) three (3) years from the Closing Date (as defined below) or (y) six (6) months from the last payment termination of compensation to Employee by this Agreement if, at the Companytime of such termination, there exists an Event of Default (as that term is defined in the Notes), or one (1) year from the termination of this Agreement in all other circumstances, Employee shall not engage in or participate in any business activity that competeswill not, either directly or indirectly, in North America or any other place in which the Company then does business, engage in, or be affiliated in any manner with the businesses any individual, partnership, venture, unincorporated association, organization, syndicate, corporation, limited liability company, or other entity, trust and trustee, executor, administrator or other legal or personal representative, or any government or agency or political subdivision thereof (any of the Companyforegoing, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture“Person”) engaged in, the business of which manufacturing, marketing, distributing and/or selling (A) non-carbonated, non-alcoholic beverage products, including but not limited to iced tea; (B) any other product categories the Company is competitive actively manufacturing, marketing, distributing and/or selling as of the date of termination or expiration of this Agreement; or (C) any other product categories manufactured, marketed, distributed and/or sold by the Company during the Term, except for Employee performing consulting services for Pure Distribution and/or Iceland Springs Water, so long as such consulting services do not materially interfere or conflict with his obligations to the CompanyBuyer and the Company under this Agreement. As used in this Agreement, prior to “Closing Date” means the date that on which the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsClosing actually occurs.

Non-Competition. Employee agrees that during During the Term and (i) for a three (3) year period following a termination of Employee's the Executive’s employment with by the Company and for Cause or a period of 18 months from the last payment of compensation to Employee voluntary termination by the CompanyExecutive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive’s employment by the Executive with Employee Good Reason or by the Company without Cause, Employee the Executive shall not engage in or participate in any business activity that competes, directly or indirectly, with whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the businesses Company or an affiliate or successor of the Company, or its subsidiaries or affiliatesorganize, provided that Employee shall not establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be precluded from competing with the business of the Company in the event of a termination of Employee's employment used by, act as a result of a material breach by the Company of the provisions of this Agreement consultant or advisor to, render services for (alone or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8association with any person, Employee shall be deemed to "competefirm, directly corporation or indirectly" with the businesses of the Companybusiness organization), or its subsidiaries otherwise assist any person or affiliates if Employee is entity that engages in or becomes engagedowns, otherwise than at the request of the Companyinvests in, as an officeroperates, director manages or employee of, controls any venture or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive’s employment (the “Business”) or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the businesses of Business, anywhere in the world in which the Company or any of its subsidiaries engages or affiliates own proposes to engage in such Business. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not more intended to circumvent this Agreement, less than five percent (5% of any class %) of the outstanding publicly traded equity securities of any such corporation listed on competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a national securities exchange director, manager, general partner, or traded in the over-the-counter market. It is the desire and the intent similar governing official of the parties that competing enterprise other than in connection with the provisions of this Section 8 shall be enforceable to normal and customary voting powers afforded the fullest extent Executive in connection with any permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsequity ownership).

Non-Competition. Employee agrees that In exchange for the promises set forth herein, including the consideration set forth in Paragraph 1, and in order to protect the Company’s goodwill and other legitimate business needs, during the period of Employee's Participant’s employment with the Company and/or its Affiliates and for a period one year following the Participant’s termination of 18 months from employment for any reason, the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competesParticipant will not, directly or indirectly, alone or jointly, with the businesses of the Companyany person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or its subsidiaries or affiliatespartially), provided that Employee shall not be precluded from competing with possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged in business activities anywhere in the Territory that are competitive with the Business, provided, however, if the Participant voluntarily resigns without Good Reason (as defined in the Severance Plan), and not due to a Qualifying Retirement (as defined in the Retirement Policy), within three years following the Grant Date, this Paragraph 7(A) will only apply in the event of a termination of Employee's employment as a result of a material breach by the Company elects to make the payments set forth in Paragraph 7(E) subject the requirements of that Paragraph 7(E). Notwithstanding the foregoing, the Participant shall not be prohibited from passively owning less than 1% of the provisions securities of this Agreement or in the event that Employee's employment is terminated by the Company other than for causeany publicly-traded corporation. For purposes of this Section 8Paragraph 7(A), Employee shall be deemed to "compete, directly or indirectly" with “Territory” means anywhere in which the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated Company engages in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture Business and “Business” means the business of which includes wholesale(i) selling, private label web hosting and email services in Canada marketing, trading or distributing liquefied natural gas and/or (ii) designing, permitting, constructing, developing or operating liquefied natural gas facilities and/or (iii) trading natural gas on behalf of a liquefied natural gas facility or facilities. Notwithstanding the United Statesforegoing, during the 18 month period immediately preceding Employee's termination. Employee Participant shall not be deemed to "compete, directly or indirectly" with the businesses of the Companyprohibited from being employed by, or its subsidiaries or affiliates if he becomes associated in consulting for, an entity that has a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive division immaterial to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded entity in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied aggregate, which division may compete with, or could assist another in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breachcompeting with, the Company in the Business in the Territory (a “Competitive Division”), so long as the Participant is not employed in, and Employee hereby agree that does not perform work for or otherwise provide services to, the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsCompetitive Division.

Non-Competition. Employee (a) The Executive acknowledges that, while serving Company, the Executive will have numerous, extensive and controlling contacts with the Company's customers and will provide unique and special services to the Company. The Company and the Executive acknowledge that the Executive will be privy to confidential information of the Company and its parent, subsidiary and affiliated companies and their customers and, therefore, if the Executive competes with the Company, the Company would suffer a considerable financial loss in that among other things it would lose the value of some or all of its good will. In consideration of employment with the Company under the terms of this Agreement, the Executive agrees that during the period Term of Employee's employment with the Company Employment and for a period of 18 months from one (1) year thereafter, neither the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, Executive nor any corporation, partnership or other enterprise entity controlled by, under common control with, or venture presently controlling the Executive will (i) in the northeast, travel, canvas or advertise for, or otherwise assist, render services to, become employed by, be a consultant to, or invest in any business of which includes wholesaleentity or with any individual engage in, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, engage directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity withindirectly in, any corporation, partnership line or other enterprise lines of business carried on or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to competecontemplated which, directly or indirectly, with the businesses is a competitor of the Company or its subsidiaries parent, subsidiary and affiliated companies, (ii) solicit business or affiliates own otherwise deal directly or indirectly with any customers or persons who were employees of customers or vendors of the Company at any time, (iii) directly or indirectly divert or attempt to divert from the Company or its parent, subsidiary and affiliated companies, any business in which it has been engaged during the term of the Executive's employment with the Company, or in which it might reasonably be expected to become engaged, (iv) directly or indirectly interfere or attempt to interfere with the relationships between the Company, its customers, employees of customers or vendors, and (v) directly or indirectly interfere or attempt to interfere with the relationship of employer-employee or principal and agent of any person bearing such relationship to the Company or its parent, subsidiary and affiliated companies, nor directly or indirectly divert or attempt to divert any such person from employment or representation of the Company or its parent, subsidiary and affiliated companies; provided, however, that the Executive shall not be prohibited by the terms of this paragraph from investing in and owning not more than 5% of any class one percent (1%) of the outstanding securities shares of common stock of any such corporation listed on a national securities exchange or corporation, the shares of which are publicly traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable pursuant to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. AccordinglySecurities Exchange Act of 1934, if any particular portion of this Section 8 is adjudicated unenforceable and/or passively invest as a limited partner in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsnon-publicly traded security.

Non-Competition. Employee In consideration of the numerous mutual promises contained in this Agreement between Executive and the Company, including, without limitation, those involving Confidential Information, and in order to protect the Company’s Confidential Information (including trade secrets), the value and goodwill of the Company’s business, and the Company’s legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, Executive agrees that during the period of Employee's employment with the Company Employment Period and for a period of 18 months from one (1) year immediately following the last payment termination of compensation to Employee by this Agreement (for whatever reason, except as provided in Sections 5(d), and 5(e) (the Company“Non-Competition Term”), Employee shall not engage in or participate in any business activity that competeshe will not, directly or indirectly, either through any form of ownership or as a director, officer, principal, agent, Executive, employer, adviser, consultant, shareholder, partner, member, manager, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person, firm, business, corporation, partnership, governmental or private entity, or any other entity of whatever kind, without the prior written consent of the Company (which consent may be withheld in the Company’s sole discretion), (i) compete for or solicit business related to cancer diagnostic products or services for or on behalf of any person or business entity with a place of business in the United States; (ii) own, operate, participate in, undertake employment with or have any interest in any entity with a place of business in the United States which competes with the businesses business of the Company, except owning publicly traded stock for investment purposes only in which Executive owns less than five per cent (5%); (iii) compete or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing solicit business competitive with the business of the Company from any customer of the Company; or (iv) use in any competition, solicitation, or marketing effort any Confidential Information, any proprietary list, or any information concerning customers of the event Company. Executive hereby acknowledges that the geographic boundaries, scope of a termination of Employee's employment as a result of a material breach by prohibited activities and the Company time duration of the provisions of this Agreement or in Section 7 are reasonable and are no broader than are necessary to protect the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses legitimate business interests of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at including protecting the request value and goodwill of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or including its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter marketConfidential Information. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which applicable law. The parties agree that if at the time enforcement is sought. Accordingly, if a court of competent jurisdiction adjudges any particular portion terms of any provision of this Section 8 is adjudicated unenforceable in any jurisdictionto be void, invalid or unenforceable, such adjudication court shall apply modify or reform such provision so that it is enforceable to the fullest extent permitted by applicable law or if such modification or reformation is not possible, shall sever the provision, and enforce the remaining provisions of this Section, which shall remain in full force and effect. This Non-Competition provision can only in that particular jurisdiction in be revoked or modified by a writing signed by the parties which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in specifically states an intent to revoke or modify this Section 8, and, in the event of such breach, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsprovision.

Non-Competition. Employee Executive agrees that during the period of Employee's employment with the Company and for a period of 18 twelve (12) months from after termination of his employment (the last payment of compensation to Employee by the Company"Non-Competitive Period"), Employee Executive shall not engage in or participate in any business activity that competesnot, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the businesses research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are generically the same as, or are otherwise competitive with, products or services of the Company, in existence or its subsidiaries or affiliatesunder development, provided that Employee shall not be precluded from competing with in any geographic area where, at the time of termination of his employment hereunder, the business of the Company was being conducted in the event any manner whatsoever; provided, however, that Executive may own any securities of a termination any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2.0%) of Employee's employment as a result any class of a material breach by the Company stock or securities of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for causesuch corporation. For purposes of this Section 8In addition, Employee Executive shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United Statesnot, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "competeNon-Competitive Period, directly request or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, cause any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses customers of the Company becomes competitive to cancel or terminate any business relationship with the business of such corporationCompany. The Executive further agrees that, partnership during the Non-Competitive Period, the Executive and any individual or other enterprise entity controlled by or venture. Notwithstanding anything to the contrary contained herein Employee mayunder common control with Executive, shall not, without being deemed to competethe Company's prior written consent, solicit, directly or indirectly, with the businesses for himself, themselves, or for any other person or entity, any employee or consultant of the Company or any of its subsidiaries affiliates, or affiliates own not more than 5% of request or cause any class employee or consultant of the outstanding securities Company or any of its affiliates to terminate his employment or services with the Company or any such corporation listed on a national securities exchange or traded in the over-the-counter marketof its affiliates. It is the desire and the intent If any portion of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided restrictions set forth in this Section 85 should, andfor any reason whatsoever, in be declared invalid by a court of competent jurisdiction, the event validity or enforceability of the remainder of such breach, the Company and Employee hereby agree that the Company will restrictions shall not thereby be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsadversely affected.

Non-Competition. Employee agrees that during During the period Non-Competition Period, Executive shall not, without the prior written consent of Employee's employment with the Company and for a period an authorized officer of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competesVishay, directly or indirectly, with the businesses of the Companyown, manage, operate, join, control, participate in, invest in or its subsidiaries otherwise be connected or affiliatesassociated with, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8any manner, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, including as an officer, director director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or employee investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (i) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, or and is or becomes not otherwise associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise (ii) performing services for an investment bank, investment advisor or venture. Notwithstanding anything to the contrary contained herein Employee investment fund that may, without being deemed to compete, 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 businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordinglyforegoing, if any particular portion a company has separate divisions or subsidiaries, some of this Section 8 is adjudicated unenforceable in any jurisdictionwhich conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, such adjudication then the restrictions imposed hereunder with respect to Competing Businesses shall apply only in to the divisions or subsidiaries of such company that particular jurisdiction in which such adjudication is made. The parties recognize conduct the Competing Businesses, provided that the Company will (x) Executive shall not, directly or indirectly, have no adequate remedy at law for the breach by Employee any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the covenants provided in this Section 8same company, andand (y) Executive obtains the prior written consent of the Company, in the event of such breach, the Company and Employee hereby agree that the Company will which consent shall not be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenantsunreasonably withheld.

Non-Competition. Employee agrees that during During the period of Employee's employment with commencing on the date hereof --------------- and ending two (2) years after the Termination Date (the "Applicable Period"), ----------------- and provided the Company and for a period complies with all of 18 months from its obligations set forth in Section 8 hereof, the last payment of compensation to Employee by Executive shall not, without the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses prior written consent of the Company, engage in any business or its subsidiaries activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than as the holder of an interest of two percent (2%) or affiliatesless in the equity of a publicly traded corporation) or other individual, provided that Employee shall not be precluded from competing 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 the event a line of a termination of Employee's employment as a result of a material breach 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 provisions of this Agreement Termination Date, or in the event that Employee's employment is terminated by (ii) products, services or business which the Company other than for cause. For purposes or any of this Section 8, Employee shall be deemed its Subsidiaries has begun preparing to "compete, directly develop or indirectly" with the businesses offer as of the CompanyTermination Date. A product, service or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" compete with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries Subsidiaries if it is offered in any industry or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction market sector in which enforcement is sought. Accordingly, if any particular portion of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 8, and, in the event of such breach, the Company and Employee hereby agree that its Subsidiaries do not compete nor have begun preparing to compete as of the Company will Termination Date. If termination of employment is due to the expiration of the Term, this Section 9(b) shall not be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants.applicable. ---

Non-Competition. 8.1 Employee agrees acknowledges that during the period of Employee's employment with abilities and position in the Company financial services and for securities industry are of a period special, unique, unusual, extraordinary and intellectual character involving skill of 18 months from the last payment of compensation to Employee by the Companyhighest order and giving them peculiar value, Employee shall not engage in or participate in any business activity and that competes, directly or indirectly, with the businesses Employee's knowledge of the Company's (and that of its Affiliates) trade secrets, client lists and other confidential information is so complete that the breach, or its subsidiaries or affiliatesthreatened breach, provided that by Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or in the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, Employee shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable cause irreparable harm to the fullest extent permissible Company and its Affiliates, which harm cannot be fully redressed by the payment of damages to the Company or the Affiliates. Employee also acknowledges that the Business may be carried on anywhere within the United States and that, as a result, upon termination of the Employee's employment hereunder, it is a reasonable requirement that Employee refrain from engaging in a business competitive with the Business during the time period, within the geographical limits and under the laws and public policies applied circumstances set forth in each jurisdiction in which enforcement is soughtthis Section 8. Accordingly, if Employee shall not, (1) during the initial or any particular portion extended term hereof or (2) upon the written request of the Company, for a period of six months following the termination of the Employee's employment hereunder for any reason including without limitation termination upon the expiration of the initial or any extended term hereof, in any manner, directly or indirectly, as an officer, director, stockholder, partner, associate, employee, consultant, owner, agent, coventurer or otherwise (i) solicit, entice, encourage or otherwise attempt to procure or service by telephone or otherwise accounts for a business competitive with the Business from any customers (determined as at the date of termination) of the Company's (or of any Affiliate's) located within a 75 mile radius of the Company's main office at the address set forth above (the "Territory"), or (ii) be or become interested in or be associated, by employment or otherwise, with any other corporation, firm, business or person located or engaged within the Territory in a business competitive with the Business. The Employee's ownership, directly or indirectly, of not more than three percent (3%) of the issued and outstanding voting stock of any corporation the shares of which are regularly traded on a national securities exchange or on the over-the-counter markets shall not be deemed to be a violation of the provisions of this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made8. The parties recognize that the Company will have no adequate remedy at law As additional consideration for the breach by Employee Employee's performance of the covenants provided in this Section 88.1 relating to any six-month period following the termination of the Employee's employment hereunder, and, in but only for so long as the event of Employee shall continue to perform such breachcovenants, the Company and Employee hereby agree that the Company will be entitled to an injunction, a decree of specific performance, mandamus or other appropriate remedy to enforce such covenants.shall pay the