Common use of Non-Solicitation and Non-Disparagement Clause in Contracts

Non-Solicitation and Non-Disparagement. During Executive's employment with the Company and for a period eighteen months thereafter, Executive shall not, without prior written permission of the Company, either directly or indirectly, for Executive or on behalf of any other person or entity: (a) solicit, communicate with, induce, entice, or contact any of the Company's clients and customers (i) with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result of Executive's employment with the Company, or (iii) about whom the Company compiled Confidential Information to which Executive had access, or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's or any of its affiliates' interests, including without limitation any attempt to get any Stakeholder to cease doing business with the Company or any of its affiliates; (b) request, canvass, advise or induce any individual or entity, including any Stakeholder, to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, employment or patronage of or with the Company or any of the Company's affiliates; (c) employ, hire, retain, attempt to hire or otherwise engage the services of, identify or solicit for the sake of hiring, or otherwise obtain the services of any employee, consultant, contractor, investor, advisor, agent, representative, or director of the Company who has (i) worked directly with or for Executive at the Company or (ii) served as any supervisor or manager of Executive at the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; or (d) make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to the Company or any of its affiliates, including without limitation by making statements to the media or press, on publically accessible internet sites or in any other public forum. (e) Nothing in paragraph two shall prohibit Executive's inadvertent contact of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or by a communication that is not otherwise intended to circumvent the restrictions of this CRC Agreement, such as in the case of a newspaper or internet job posting generally soliciting candidates for employment.

Non-Solicitation and Non-Disparagement. (a) During Executive's employment with the Company Term and for a period eighteen months thereafterthe Termination Benefits Period (as defined hereinafter), the Executive shall not, without prior written permission of the Company, either directly or indirectly, for Executive or on behalf without the prior written consent of any other person or entitythe Company: (ai) solicit, communicate with, induce, entice, solicit or contact induce any employee of the Company's clients and customers (i) with whom Executive worked Company or any affiliate to or for whom Executive provided services, (ii) whose identity Executive learned as a result leave the employ of Executive's employment with the Company, or (iii) about whom the Company compiled Confidential Information to which Executive had access, or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's or any such affiliate; or hire for any purpose any employee of its affiliates' interests, including without limitation the Company or any attempt to get affiliate; or hire any Stakeholder to cease doing business former employee who has left the employment of the Company or any affiliate within twelve (12) months of the termination of such employee’s employment with the Company or any such affiliate; or hire any former employee of its affiliates; (b) request, canvass, advise or induce any individual or entity, including any Stakeholder, to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, employment or patronage the Company in violation of or such employee’s non-competition agreement with the Company or any such affiliate; or (ii) solicit or accept the business of any agent, client or customer of the Company's affiliates;Company or any affiliate with respect to products, services or investments similar to those provided or supplied by the Company or any affiliate. (b) The Company and the Executive each agree that both during the Term and for a period of three (3) years thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any affiliate including but not limited to any officer, director, employee or shareholder of the Company or any affiliate. Notwithstanding this Section, nothing contained herein shall limit or impair the ability of the Executive to provide truthful testimony in response to any validly issued subpoena. (c) employIn the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, hirethen, retainin addition to any other rights which the Company may have, attempt the Company shall be entitled to hire seek injunctive relief to enforce the restrictions contained in such Section 6. The Company and the Executive agree that any such action for injunctive or otherwise engage the services of, identify equitable relief shall be heard in a state or solicit federal court situated in or for the sake County of hiringSan Diego, or otherwise obtain the services of any employee, consultant, contractor, investor, advisor, agent, representative, or director California and each of the Company who has (i) worked directly with parties hereto agrees to accept service of process by registered or for Executive at certified mail and to otherwise consent to the Company or (ii) served as any supervisor or manager jurisdiction of Executive at the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; orsuch courts. (d) make statements or take actions that disparage or are reasonably likely Each of the rights and remedies enumerated in Section 6(c) shall be independent of the others and shall be in addition to have the effect and not in lieu of disparaging or being detrimental any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of its affiliatesany of them, including is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without limitation by making statements regard to the media invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or pressunenforceable because of the duration at such provision or the area covered thereby, on publically accessible internet sites or the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in any other public forumits reduced form such provision shall then be enforceable. (e) Nothing in paragraph two shall prohibit Executive's inadvertent contact of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or by a communication that is not otherwise intended to circumvent the restrictions The provisions of this CRC Section 6 shall survive any termination of this Agreement, such as in the case of a newspaper or internet job posting generally soliciting candidates for employment.

Non-Solicitation and Non-Disparagement. (a) During Executive's employment with the Company Term and for a period eighteen of 18 months thereafter, Executive shall not, without prior written permission of following the Company, either directly or indirectly, for Executive or on behalf of any other person or entity: (a) solicit, communicate with, induce, entice, or contact any of the Company's clients and customers (i) with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result termination of Executive's ’s employment with the Company, the Executive shall not, directly or (iii) about whom indirectly, without the prior written consent of the Company compiled Confidential Information to which Executive had access, solicit or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in induce any manner that is intended to or is reasonably likely to have the effect employee of being detrimental to the Company's or any of its affiliates' interests, including without limitation any attempt to get any Stakeholder to cease doing business with the Company or any of its affiliates;subsidiaries to leave the employ of the Company or any such subsidiary or any employee who has left the employment of the Company or any subsidiary within one year of the termination of such employee’s employment with the Company. (b) requestEach of the Company and the Executive agree that, canvass, advise or induce any individual or entity, including any Stakeholder, to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, both during the Term and at all times following the termination of Executive’s employment or patronage of or with the Company, (i) the Company (including its officers and directors) shall not directly or any indirectly disparage, whether or not true, the name or reputation of the Company's affiliates;Executive, and (ii) Executive shall not directly or indirectly disparage, whether or not true, the name or reputation of the Company (including its officers and directors). (c) employIn the event that the Executive breaches any provisions of Section 6 or this Section 7 or there is a threatened breach, hirethen, retain, attempt in addition to hire or otherwise engage the services of, identify or solicit for the sake of hiring, or otherwise obtain the services of any employee, consultant, contractor, investor, advisor, agent, representative, or director of other rights which the Company who has may have, the Company shall (i) worked directly with be entitled, without the posting of a bond or for Executive at other security, to injunctive relief to enforce the Company or restrictions contained in such Sections and (ii) served as any supervisor or manager of have the right to require the Executive at to account for and pay over to the Company during Executive's employment all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Company at Executive as a result of any time within twelve months transaction constituting a breach of any of the date provisions of Executive's termination Sections 6 or 7 and the Executive hereby agrees to account for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; orand pay over such Benefits to the Company. (d) make statements or take actions that disparage or are reasonably likely Each of the rights and remedies enumerated in Section 7(c) shall be independent of the others and shall be in addition to have the effect and not in lieu of disparaging or being detrimental any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 7, or any part of its affiliatesany of them, including is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without limitation by making statements regard to the media invalid portions. If any of the covenants contained in this Section 7 is held to be invalid or pressunenforceable because of the duration of such provision or the area covered thereby, on publically accessible internet sites the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 7 or otherwise in the courts of any other public forumstate or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (e) Nothing In the event that an actual proceeding is brought in paragraph two equity to enforce the provisions of Section 6 or this Section 7, the Executive shall prohibit Executive's inadvertent contact of not urge as a Stakeholder by virtue of a mass communication or advertisement defense that there is not directed by Executive to individuals employed an adequate remedy at law nor shall the Company or by a communication that is not otherwise intended to circumvent the restrictions be prevented from seeking any other remedies which may be available. (f) The provisions of this CRC Section 7 shall survive any termination of this Agreement, such as in the case of a newspaper or internet job posting generally soliciting candidates for employment.

Non-Solicitation and Non-Disparagement. During ExecutiveYou acknowledge and agree that you have technical expertise and certain non-public knowledge and information associated with Employer's employment business and valuable business contacts with customers and potential customers of Employer and its present and future subsidiaries ("Employer Group") and with professionals in the Company and for a period eighteen months thereafter, Executive shall not, without prior written permission industry. In consideration of the Companyamounts payable to you under Section 2(b) of this Agreement and Release, either the adequacy of which you hereby acknowledge, you agree as follows: (a) For 12 months following your termination (the "Restricted Period"), you agree that you will not directly or indirectly, either for Executive yourself or on behalf of any other person any corporate or entity: (a) solicitnatural person, communicate with, induce, entice, or contact any of the Company's clients and customers (i) recruit or otherwise solicit or induce any employee, customer or supplier of Employer Group to terminate his, her or its employment or arrangement with whom Executive worked any member of the Employer Group or to otherwise change his, her or for whom Executive provided servicesits relationship with a member of the Employer Group, or (ii) whose identity Executive learned hire or offer employment to, or retain or offer to retain as a result of Executive's employment with the Companyconsultant, advisor, or in any other capacity (iii) about whom the Company compiled Confidential Information or cause or influence anyone to which Executive had accesshire or offer employment to, or vendorsretain or offer to retain as a consultant, regulators, investors, advisors, representatives, directors, consultantsadvisor, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have other capacity) any person who was employed by a member of the effect of being detrimental Employer Group at any time during the 12-month period immediately prior to the Company's Termination Date or who thereafter becomes employed by a member of the Employer Group. You acknowledge that even an unsuccessful solicitation of any such employee will negatively impact the morale, commitment and performance of its affiliates' interests, including without limitation the employee in question and that the occurrence of any attempt to get any Stakeholder to cease doing business with the Company or any of its affiliates;action prohibited by this Section 6(b) will cause substantial financial loss for which you shall be personally responsible. (b) requestYou agree that you will not (i) make any negative, canvassunflattering, advise accusatory, or induce derogatory remarks about any individual member of the Employer Group, any of its products or entitypractices, including any Stakeholder, to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, employment or patronage of or with the Company or any directors, managers, officers, agents, representatives, members, equity holders, customers, suppliers or affiliates, either orally or in writing, at any time, or (ii) take any action that might reasonably be expected to cause damage or harm (reputational or otherwise) to any member of the Company's affiliates;Employer Group; provided, that you may confer in confidence with your attorney(s) and testify truthfully. (c) employ, hire, retain, attempt to hire or otherwise engage You agree that a violation of your obligations under this Section 6 will seriously and irreparably injure the services of, identify or solicit for the sake of hiring, or otherwise obtain the services of any employee, consultant, contractor, investor, advisor, agent, representative, or director business of the Company who has (i) worked directly with or for Executive at Employer Group in a manner that cannot be adequately compensated through money damages, and you agree and irrevocably consent that the Company or (ii) served as Employer Group will be entitled to entry of a temporary restraining order, a preliminary injunction, a permanent injunction and other appropriate equitable relief to enforce its rights against you and without posting a bond. This Section 6 is intended to be enforced to the maximum extent permitted under Colorado law, and the parties intend that a court should reform any supervisor or manager of Executive at unenforceable provisions so that the Company during Executive's employment by reformed provisions are enforceable and will be enforced to the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; ormaximum extent permitted under Colorado law. (d) make statements or take actions that disparage or are reasonably likely Prior to have the effect of disparaging or being detrimental to the Company accepting other employment or any other service relationship during the Restricted Period, you shall provide a copy of its affiliates, including without limitation by making statements this Section 6 to the media any recruiter who assists you in obtaining other employment or press, on publically accessible internet sites or in any other public forumservice relationship and to any employer or other person with which you discuss potential employment or any other service relationship. (e) Nothing in paragraph two shall prohibit Executive's inadvertent contact of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or by a communication that is not otherwise intended to circumvent the restrictions of this CRC Agreement, such as in the case of a newspaper or internet job posting generally soliciting candidates for employment.

Non-Solicitation and Non-Disparagement. During Executive's your employment with the Company and for a period eighteen months thereafterthe Restriction Period, Executive you agree that you shall not, without prior written permission except in the furtherance of the Companyyour duties hereunder, either directly or indirectly, for Executive individually or on behalf of any other person person, firm, corporation or other entity: , (aA) solicit, communicate withaid or induce any employee, induce, entice, representative or contact any agent of the Company's clients and customers (i) with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result of Executive's employment with the Company, or (iii) about whom the Company compiled Confidential Information to which Executive had access, or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's or any of its affiliates' interests, including without limitation any attempt to get any Stakeholder to cease doing business with the Company or any of its affiliates; (b) request, canvass, advise subsidiaries or induce any individual or entity, including any Stakeholder, affiliates to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, leave such employment or patronage of retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any of the Company's affiliates; (c) employ, hire, retain, attempt to hire or otherwise engage the services ofretain any such employee, identify representative or solicit for the sake of hiringagent, or otherwise obtain the services of take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, consultant, contractor, investor, advisor, representative or agent, representative(B) interfere, or director of aid or induce any other person or entity in interfering, with the Company who has (i) worked directly with or for Executive at the Company or (ii) served as any supervisor or manager of Executive at the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; or (d) make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers, or licensors; or (C) either publicly or privately, disparage, criticize or defame the Company, its affiliates and their respective affiliates, including without limitation directors, officers, agents, partners, stockholders, individuals or the Company’s, products, services, technology or business. An employee, representative or agent shall be deemed covered by making statements to this Section 2750/70442-001 CURRENT/81215729v8 4 while so employed or retained and for a period of six (6) months thereafter, Notwithstanding the media foregoing, the provisions of this Section 4(c) shall not be violated by (A) general advertising or presssolicitation not specifically targeted at Company-related persons or entities, on publically accessible internet sites or in (B) you serving as a reference, upon request, for any other public forum. (e) Nothing in paragraph two shall prohibit Executive's inadvertent contact employee of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or any of its subsidiaries or affiliates, or (C) actions taken by a communication that is any person or entity with which you are associated if you are not otherwise intended to circumvent the restrictions of this CRC Agreement, such as personally involved in any manner in the case of a newspaper matter and have not identified such Company-related person or internet job posting generally entity for soliciting candidates for employmentor hiring.

Non-Solicitation and Non-Disparagement. During Executive's your employment with the Company and for a period eighteen months thereafterthe Restriction Period, Executive you agree that you shall not, without prior written permission except in the furtherance of the Companyyour duties hereunder, either directly or indirectly, for Executive individually or on behalf of any other person person, firm, corporation or other entity: , (aA) solicit, communicate withaid or induce any employee, induce, entice, representative or contact any agent of the Company's clients and customers (i) with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result of Executive's employment with the Company, or (iii) about whom the Company compiled Confidential Information to which Executive had access, or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's or any of its affiliates' interests, including without limitation any attempt to get any Stakeholder to cease doing business with the Company or any of its affiliates; (b) request, canvass, advise subsidiaries or induce any individual or entity, including any Stakeholder, affiliates to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, leave such employment or patronage of retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any of the Company's affiliates; (c) employ, hire, retain, attempt to hire or otherwise engage the services ofretain any such employee, identify representative or solicit for the sake of hiringagent, or otherwise obtain the services of take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, consultant, contractor, investor, advisor, representative or agent, representative(B) interfere, or director of aid or induce any other person or entity in interfering, with the Company who has (i) worked directly with or for Executive at the Company or (ii) served as any supervisor or manager of Executive at the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; or (d) make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers, or licensors; or (C) either publicly or privately, disparage, criticize or defame the Company, its affiliates and their respective affiliates, including without limitation directors, officers, agents, partners, stockholders, individuals or the Company’s, products, services, technology or business. An employee, representative or agent shall be deemed covered by making statements to this Section 4 while so employed or retained and for a period of six (6) months thereafter, Notwithstanding the media or pressforegoing, on publically accessible internet sites or in any other public forum.the provisions of this Section 4(c) shall not be violated by 2750/70442-001 CURRENT/90160770v3 (eA) Nothing in paragraph two shall prohibit Executive's inadvertent contact general advertising or solicitation not specifically targeted at Company-related persons or entities, (B) you serving as a reference, upon request, for any employee of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or any of its subsidiaries or affiliates, or (C) actions taken by a communication that is any person or entity with which you are associated if you are not otherwise intended to circumvent the restrictions of this CRC Agreement, such as personally involved in any manner in the case of a newspaper matter and have not identified such Company-related person or internet job posting generally entity for soliciting candidates for employmentor hiring.

Non-Solicitation and Non-Disparagement. (a) During Executive's employment with the Company and for a period eighteen months thereafterTerm, Executive the Employee shall notnot (1) provide any services, directly or indirectly, to any other business or commercial entity without prior written permission the consent of the Company, either directly which may be withheld in the Company’s sole discretion, or indirectly, for Executive or on behalf (2) participate in the formation of any other person business or entity: (a) solicit, communicate with, induce, entice, or contact any commercial entity without the consent of the Company's clients and customers (i) with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result of Executive's employment with which may be withheld in the Company’s sole discretion; provided, however, that nothing contained in this Section 5(a) shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock and provided, further, that nothing contained herein shall be deemed to limit the Employee’s Permitted Activities pursuant to Section 1(b). (b) Upon a termination of the Employee’s employment by the Company for any reason other than pursuant to Section 6(a) or Section 6(b), or upon a termination of the Employee’s employment by the Employee for any reason, following such termination of employment and during the Restricted Period, the Employee shall not: (iii1) about whom the Company compiled Confidential Information directly or indirectly seek to which Executive had accessemploy, or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's or any of its affiliates' interests, including without limitation any attempt to get any Stakeholder to cease doing business with person employed by the Company or any of its affiliates; (b) request, canvass, advise or induce any individual or entity, including any Stakeholder, to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, employment or patronage of or with Affiliates anywhere in the Company or any of the Company's affiliates; (c) employ, hire, retain, attempt to hire or otherwise engage the services of, identify or solicit for the sake of hiringworld, or otherwise obtain the encourage or entice any such person to leave such employment; (2) solicit or encourage any independent contractor providing services of any employee, consultant, contractor, investor, advisor, agent, representative, or director of the Company who has (i) worked directly with or for Executive at the Company or (ii) served as any supervisor or manager of Executive at the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; or (d) make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to the Company or any of its affiliatesAffiliates anywhere in the world to terminate or diminish its relationship with the Company or its Affiliates; or (3) solicit or encourage any customer, including without limitation consultant, or vendor of the Company or its Affiliates anywhere in the world, to terminate or diminish its relationship with the Company or its Affiliates; provided, however, that nothing contained in this Section 5(b) shall be deemed to prohibit the Employee from acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock and provided, further, that nothing contained herein shall be deemed to limit Employee’s Permitted Activities pursuant to Section 1(b). This Section 5(b) shall be subject to written waivers that may be obtained by making statements to the media Employee from the Company. (c) At no time during the Term of this Agreement or pressthereafter, on publically accessible internet sites regardless of the reason for termination, will Employee knowingly make any written or verbal untrue statement that disparages the Company, its Affiliates, its business, its management, or its products in communications with any customer, client or the public. The employee will, furthermore, not otherwise do or say anything that could disrupt the good morale of employees of the Company or any of its Affiliates, or that xxxxx the interests or reputation of the Company or any of its Affiliates. (d) Nothing in this Agreement or the Proprietary Information and Inventions Agreement limits, restricts, or in any other public forumway affects the Employee’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity. (e) Nothing in paragraph two shall prohibit Executive's inadvertent contact The Employee acknowledges that he has read and considered all the terms and conditions of a Stakeholder by virtue this Agreement, including the restraints imposed upon him pursuant to Sections 5(a)-(c) above. The Employee agrees without reservation that these restraints are necessary for the reasonable and proper protection of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company and its Affiliates, and are reasonable in respect to subject matter, length of time, and geographic area. If the Employee commits a breach, or by threatens to commit a communication that is not otherwise intended to circumvent breach, of any of the restrictions provisions of this CRC AgreementSection 5, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages may not provide an adequate remedy to the Company. The Employee therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Employee of any of the provisions of this Section 5, without having to post bond. So that the Company may enjoy the full benefit of the covenants contained above, the Employee agrees that the Restricted Period shall be tolled, and shall not run, during the period of any breach by the Employee of such covenants. (f) If any of the covenants contained in this Section 5, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions. (g) If any of the covenants contained in this Section 5, or any part thereof, is held to be unenforceable because of the duration or scope of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and that the parties intend for the court to modify the duration and/or area of such provision to the maximum extent permitted by law. The parties agree that in its reduced form, such as provision shall then be enforceable. (h) In the event that the courts of any one or more of such states shall hold any such covenant wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to the relief provided above in the case courts of a newspaper or internet job posting generally soliciting candidates any other states within the geographical scope of such other covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for employmentthis purpose, severable into diverse and independent covenants.

Non-Solicitation and Non-Disparagement. During Executive's (a) The Employee covenants and agrees that during his employment with the Company and for a period eighteen of twelve (12) months thereafterfollowing the date of termination of his employment, Executive shall nothowever caused, without prior written permission of the Company, either directly or indirectly, for Executive Employee will not on his own behalf or on behalf of any other person person, whether directly or entityindirectly, in any capacity whatsoever, alone, through or in connection with any person: (a) solicit, communicate with, induce, entice, or contact any of the Company's clients and customers (i) persuade or attempt to persuade any customer or client of a Related Entity to whom the Employee performed the Services (and where such customer or client was known to the Employee), to discontinue or adversely alter their relationship with whom Executive worked or to or for whom Executive provided services, that entity; or (ii) whose identity Executive learned as employ, engage, offer employment or engagement to or solicit the employment or engagement of or otherwise entice away an employee of Global or a result of Executive's employment with the Company, or (iii) about Related Entity to whom the Company compiled Confidential Information to which Executive had accessEmployee performed the Services, whether or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in not such person would commit any manner that is intended to or is reasonably likely to have the effect breach of being detrimental to the Company's or any their contract of its affiliates' interests, including without limitation any attempt to get any Stakeholder to cease doing business with the Company or any employment by reason of its affiliates;leaving their service. (b) requestThe Employee covenants and agrees that he will not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, canvasswithout limitation, advise the repetition or induce any individual distribution of derogatory rumours, allegations, negative reports or entitycomments) which are disparaging, including any Stakeholderdeleterious or damaging to the integrity, reputation or goodwill of Global or a Related Entity to discontinuewhom the Employee performed the Services, withdraw, decrease, limit or cancel, as applicable, its business, relationship, employment or patronage of or with the Company or and any of the Company's affiliates;their directors, officers, employees or agents. (c) employ, hire, retain, attempt to hire or otherwise engage the services of, identify or solicit for the sake of hiring, or otherwise obtain the services The Employee agrees that a breach by him of any employee, consultant, contractor, investor, advisor, agent, representative, or director of the Company who has (icovenants contained in Article 5(a) worked directly with or for Executive at above would result in damages which could not adequately be compensated by monetary award. Accordingly, the Company or (ii) served as any supervisor or manager of Executive at Employee agrees that in the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or event of any action such breach, in addition to all other remedies available at law or in equity, Global or a Related Entity to whom the Employee performed the Services will be entitled as a matter of right to apply to a court of competent jurisdiction in British Columbia for such relief by way of restraining order, injunction, decree or of Executive that violates any aspect otherwise, as may be appropriate to ensure compliance with the provisions of this CRC Agreement; or. (d) make statements or take actions The Employee further agrees that disparage or are reasonably likely a breach by him of any of the covenants contained in Article 5(a) and Article 5 (c) above constitutes cause to have terminate the effect of disparaging or being detrimental Employee’s employment and, where the payment referred to in Article 6(c) below has been made, the Employee agrees to reimburse the amount paid. Where the Employee fails to provide reimbursement, the amount paid to the Company or any of its affiliates, including without limitation Employee will be a debt due and owing by making statements to the media or press, on publically accessible internet sites or in any other public forumEmployee. (e) Nothing in paragraph two shall prohibit Executive's inadvertent contact of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or by a communication that is not otherwise intended to circumvent the restrictions of this CRC Agreement, such as in the case of a newspaper or internet job posting generally soliciting candidates for employment.

Non-Solicitation and Non-Disparagement. During Executive's your employment with the Company and for a period eighteen months thereafterthe Restriction Period, Executive you agree that you shall not, without prior written permission except in the furtherance of the Companyyour duties hereunder, either directly or indirectly, for Executive individually or on behalf of any other person person, firm, corporation or other entity: , (aA) solicit, communicate withaid or induce any employee, induce, entice, representative or contact any agent of the Company's clients and customers (i) with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result of Executive's employment with the Company, or (iii) about whom the Company compiled Confidential Information to which Executive had access, or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's or any of its affiliates' interests, including without limitation any attempt to get any Stakeholder to cease doing business with the Company or any of its affiliates; (b) request, canvass, advise subsidiaries or induce any individual or entity, including any Stakeholder, affiliates to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, leave such employment or patronage of retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any of the Company's affiliates; (c) employ, hire, retain, attempt to hire or otherwise engage the services ofretain any such employee, identify representative or solicit for the sake of hiringagent, or otherwise obtain the services of take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, consultant, contractor, investor, advisor, representative or agent, representative(B) interfere, or director of aid or induce any other person or entity in interfering, with the Company who has (i) worked directly with or for Executive at the Company or (ii) served as any supervisor or manager of Executive at the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; or (d) make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers, or licensors; or (C) either publicly or privately, disparage, criticize or defame the Company, its affiliates and their respective affiliates, including without limitation directors, officers, agents, partners, stockholders, individuals or the Company’s, products, services, technology or business. An employee, representative or agent shall be deemed covered by making statements to this Section 4 while so employed or retained and for a period of six (6) months thereafter, Notwithstanding the media foregoing, the provisions of this Section 4(c) shall not be violated by (A) general advertising or presssolicitation not specifically targeted at Company-related persons or entities, on publically accessible internet sites or in (B) you serving as a reference, upon request, for any other public forum. (e) Nothing in paragraph two shall prohibit Executive's inadvertent contact employee of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or any of its subsidiaries or affiliates, or (C) actions taken by a communication that is any person or entity with which you are associated if you are not otherwise intended to circumvent the restrictions of this CRC Agreement, such as personally involved in any manner in the case of a newspaper matter and have not identified such Company-related person or internet job posting generally entity for soliciting candidates for employment.or hiring. 2750/70442-001 CURRENT/90160770v3

Non-Solicitation and Non-Disparagement. During Executive's ’s employment with the Company and (i) with respect to Section 2(c) below, for a the period of eighteen (18) months thereafterthereafter and (ii) with respect to Sections 2(a), (b), (d) and (e) below, for the period co-terminus with the Non-Compete Period (as defined below), Executive shall not, without prior written permission of the Company, either directly or indirectly, for Executive or on behalf of any other person or entity: (a) solicit, communicate with, induce, entice, solicit, or contact any of the Company's clients and ’s or the Gaming Companies’ clients, customers (i) with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result of Executive's employment with including without limitation anyone tracked in the Company, ’s or (iii) about whom any of the Company compiled Confidential Information Gaming Companies’ player identification systems without regard to which Executive had access, whether the customer is an online customer or vendors, regulatorspart of an online community), investors, advisors, representatives, directors, consultants, or independent contractors (each, a "“Stakeholder"”) in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's ’s or any of its affiliates' the Gaming Companies’ interests, including without limitation any attempt to get any Stakeholder to cease doing business with the Company or any of its affiliatesthe Gaming Companies or to patronize or do business with any Competing Business, as defined below, other than one owned by the Company or one of the Gaming Companies; (b) canvass, request, canvass, advise or induce any individual or entity, including any Stakeholder, to discontinue, withdraw, decreasecurtail or cancel its relationship, limit or cancel, as applicable, its business, relationship, employment or patronage of or customer relationship with the Company or any of the Company's affiliatesGaming Companies; (c) employ, hire, retain, attempt to hire or otherwise engage the services of, identify or solicit for the sake of hiring, or otherwise obtain the services of any employee, consultant, contractor, investor, advisor, agent, representative, or director of the Company or any of the Gaming Companies who has (i) worked directly with served as an employee of or for Executive at otherwise provided any advice or service to the Company or (ii) served as any supervisor of the Gaming Companies on or manager of within twelve months before the Executive at the Company during Executive's employment no longer being employed by the Company or at any time within twelve six months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; or (d) make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to the Company or any of its affiliatesthe Gaming Companies, including without limitation by making statements to the media or press, on publically publicly accessible internet sites or in any other public forum. (e) Nothing in paragraph two this Section 2 shall prohibit Executive's the inadvertent contact of a Stakeholder by virtue of a mass communication or advertisement that is not directed by Executive to individuals employed at the Company or by a communication that is not otherwise intended to circumvent the restrictions of this CRC Agreement, such as in the case of a newspaper or internet job posting web advertisement generally soliciting candidates for employment.

Non-Solicitation and Non-Disparagement. (a) During Executive's employment with the Company period beginning on the date hereof and for a period eighteen ending on the date that is six (6) months thereafterfollowing either the Closing Date or the Termination Date, Executive as applicable, Purchaser shall not, without prior written permission and shall not permit any of the Companyits respective Subsidiaries or Affiliates to, either directly or indirectly, for Executive or on behalf of any other person or entity: (a) solicit, communicate with, induce, entice, solicit or contact any client or customer of Equity Seller and its Affiliates regarding that certain AEPC Group/Xxxxx and Xxxxxxx Project to be performed by Equity Seller and its Affiliates in Taiwan (the Company's clients “dck Protected Project”); provided, however, that the foregoing shall not prohibit Purchaser and customers (i) its Affiliates from engaging in discussions or entering into any agreement with whom Executive worked or to or for whom Executive provided services, (ii) whose identity Executive learned as a result of Executive's employment with the Company, or (iii) about whom the Company compiled Confidential Information to which Executive had access, or vendors, regulators, investors, advisors, representatives, directors, consultants, or independent contractors (each, a "Stakeholder") in any manner that is intended to or is reasonably likely to have the effect of being detrimental respect to the Company's dck Protected Project to the extent that any such customer or client of Equity Seller and its Affiliates solicits Purchaser or any of its affiliates' interests, including without limitation Affiliates with a request or offer for any attempt of them to get any Stakeholder to cease doing business with engage in the Company dck Protected Project and such contact is not initiated by Purchaser or any of its affiliates;Affiliates. (b) requestDuring the Restricted Period, canvassPurchaser shall not, advise and shall not permit any of its Affiliates or induce Subsidiaries to, directly or indirectly, hire or solicit any individual or entity, including any Stakeholder, to discontinue, withdraw, decrease, limit or cancel, as applicable, its business, relationship, employment or patronage employee of or with the Company Sellers or any of the Company's affiliates;their respective Affiliates or Subsidiaries or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided that nothing in this Section 7.1(a) shall prevent Purchaser or any of its Subsidiaries or Affiliates from hiring any employee whose employment with Sellers or their respective Affiliates or Subsidiaries was terminated more than one (1) year prior. (c) employPurchaser acknowledges that a breach or threatened breach of this Section 7.1 would give rise to irreparable harm to Sellers, hirefor which monetary damages would not be an adequate remedy, retain, attempt to hire and hereby agree that in the event of a breach or otherwise engage the services of, identify a threatened breach by Purchaser or solicit for the sake any of hiring, its Subsidiaries or otherwise obtain the services controlled Affiliates of any employeesuch obligations, consultantSellers shall, contractorin addition to any and all other rights and remedies that may be available to it in respect of such breach, investorbe entitled to equitable relief, advisorincluding a temporary restraining order, agentan injunction, representative, or director specific performance and any other relief that may be available from a court of the Company who has competent jurisdiction (i) worked directly with or for Executive at the Company or (ii) served as without any supervisor or manager of Executive at the Company during Executive's employment by the Company at any time within twelve months of the date of Executive's termination for any reason or of any action by or of Executive that violates any aspect of this CRC Agreement; orrequirement to post bond). (d) make statements During the Restricted Period, no officer, director or take actions that disparage member of Purchaser’s senior management team, acting in his or are reasonably likely to have the effect her capacity as such, or any other representative of disparaging or being detrimental to the Company Purchaser or any of its affiliatesAffiliates authorized to speak on such Person’s behalf, including without limitation by making statements to the media or pressshall make any communication, on publically accessible internet sites whether orally, in writing or in any other public forumform whatsoever, to a third party that such member of Purchaser’s senior management team knows, or reasonably should know, will disparage Sellers and their respective Affiliates, or their respective businesses or products. Notwithstanding the foregoing, it shall not be a breach of this Section 7.1(d) for any such officer, director or member of Purchaser’s senior management team, acting in his or her capacity as such, or any other representative of the Purchaser Parties or any of their respective Affiliates authorized to speak on such Person’s behalf, in connection with competitive or potentially competitive activities, to communicate to or discuss with a third party the competitive advantages of Pernix and its Affiliates as compared to the competitive disadvantages of the Sellers and their Affiliates; provided that such communications and discussions are not in violation of any of the other provisions of this Section 7.1. (e) Nothing in paragraph two shall prohibit Executive's inadvertent contact of a Stakeholder by virtue of a mass communication or advertisement Purchaser acknowledges that is not directed by Executive to individuals employed at the Company or by a communication that is not otherwise intended to circumvent the restrictions contained in this Section 7.1 are reasonable and necessary to protect the legitimate interests of Sellers and constitute a material inducement to Sellers to enter into this CRC Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7.1 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 7.1 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in the case of a newspaper any jurisdiction shall not invalidate or internet job posting generally soliciting candidates for employmentrender unenforceable such covenant or provision in any other jurisdiction.