Common use of Non-Solicitation; No-Hire Clause in Contracts

Non-Solicitation; No-Hire. (a) Employee agrees that, effective as of the Effective Date and for a period that includes the term of this Agreement and (i) twelve (12) months thereafter in the event of a termination of Employee's employment with Employer described in Section 6(d), or (ii) six (6) months thereafter in all other events (such applicable period being referred to herein as the "Non- Compete Period"), Employee shall not, without the prior written consent of Employer, which shall not be unreasonably withheld, directly or indirectly, anywhere in the world, engage, invest, own any interest, or participate in, consult with, render services to, or be employed by any business, person, firm or entity that is in competition with the "Business" (as defined in Section 12(d)) of Employer or any of its subsidiaries or affiliates, except for the account of Employer and its subsidiaries and affiliates; provided, however, that during the Non-Compete Period Employee may acquire, solely as a passive investment, not more than five percent (5%) of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act. Employee acknowledges that a remedy at law for any breach or attempted breach of this covenant not to compete will be inadequate and further agrees that any breach of this covenant not to compete will result in irreparable harm to Employer, and, accordingly, Employer shall, in addition to any other remedy that may be available to it, be entitled to specific performance and temporary and permanent injunctive and other equitable relief (without proof of actual damage or inadequacy of legal remedy) in case of any such breach or attempted breach. Employee acknowledges that this covenant not to compete is being provided as an inducement to Employer to enter into this Agreement and that this covenant not to compete contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Employer. Whenever possible, each provision of this covenant not to compete shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this covenant not to compete shall be prohibited by or be invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this covenant not to compete. If any provision of this covenant not to compete shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this covenant not to compete but shall be confined in its operation to the provision of this covenant not to compete directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this covenant not to compete should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. (b) In addition to the restrictions set forth in Section 12(a). Employee agrees that, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter. Employee will not, either directly or indirectly, (i) make known to any person, firm or entity that is in competition with the Business of Employer or any of its subsidiaries or affiliates the names and addresses of any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, potential customers of Employer or any of its subsidiaries or affiliates upon whom Employer or any of its subsidiaries or affiliates has called upon in the last twelve (12) months or contacts of Employer or any of its subsidiaries or affiliates or any other information pertaining to such persons, or (ii) call on, solicit, or take away, or attempt to call on, solicit or take away any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, whether for Employee or for any other person, firm or entity. (c) Regardless of the reason for any termination of Employee's employment, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter, Employee will not, either on his own account or for any other person, firm, partnership, corporation. or other entity (i) solicit any employee of Employer or any of its subsidiaries or affiliates to leave such employment; or (ii) induce or attempt to induce any such employee to breach her or his employment agreement with Employer or any of its subsidiaries or affiliates. (d) As used in this Agreement, "Business" means the business of acquiring, processing and/or interpreting geophysical data and/or producing and/or conducting geophysical surveys, including, but not limited to, (x) the business of surface seismic acquisition and/or surface seismic data processing and/or interpretation for the purpose of providing and/or interpreting seismic images of the subsurface of the earth, and (y) the following activities and services: (i) all forms of surface land, marine, ocean bottom cable and transition zone seismic data acquisition; (ii) all forms of surface seismic data processing, including the processing of two, three and/or four dimensional vertical seismic profiling; (iii) recording of data from wellbore seismic arrays performed during simultaneous acquisition of surface two, three and/or four dimensional data: (iv) trenched in, buried near surface or seabed permanent array installation and acquisition; (v) surface seismic acquisition, processing, interpretation and/or sales, in each case, of multi-client surveys; (vi) maintenance of surface seismic data processing centers, including licensing and support of surface seismic processing software: (vii) equipment design and manufacture for surface seismic acquisition, processing and interpretation; (viii) research and development programs for any of the items described in this Section 12(d) and seismically-assisted reservoir solutions, including software relating thereto; (ix) surface seismic data management services; (x) interpretation activities related to or in support of acquisition and processing activities described in this Section 12(d); (xi) borehole seismic acquisition and installation and acquisition of data from wellbore seismic arrays; (xii) reservoir management; (xiii) commercial seismically-assisted reservoir solutions: and (xiv) non-seismic data management and non-seismic dynamic reservoir characterization and performance prediction.

Non-Solicitation; No-Hire. (a) Employee The Seller agrees that, effective as from and after the Principal Closing until the third anniversary of the Effective Date and for a period that includes the term of this Agreement and (i) twelve (12) months thereafter in the event of a termination of Employee's employment with Employer described in Section 6(d)Principal Closing Date, or (ii) six (6) months thereafter in all other events (such applicable period being referred to herein as the "Non- Compete Period"), Employee it shall not, without and shall cause each other member of the prior written consent of Employer, which shall Seller Group not be unreasonably withheldto, directly or indirectly, anywhere in the worldhire, engageemploy, invest, own any interest, engage or participate in, consult with, render services offer employment to, or be employed by solicit for employment, any business, person, firm or entity that is in competition with the "Business" (as defined in Section 12(d)) of Employer or any of its subsidiaries or affiliates, except for the account of Employer and its subsidiaries and affiliatesTransferred Employee; provided, however, that during the Non-Compete Period Employee may acquireforegoing shall not apply to (i) solicitations made by job opportunity advertisements and headhunter searches not specifically targeting Transferred Employees or other employees of the Purchaser or any of its Affiliates engaged in the Business, solely as a passive investment(ii) solicitations targeting, not or hiring, employing, engaging or offering employment to, any employee whose employment with the Purchaser or any of its Affiliates ended more than five percent six (5%6) of the outstanding shares months prior to such solicitation, hiring, employment, engagement or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act. Employee acknowledges that a remedy at law for any breach or attempted breach of this covenant not to compete will be inadequate and further agrees that any breach of this covenant not to compete will result in irreparable harm to Employeroffer, and, accordingly, Employer shallexcept, in addition the case of clause (ii), with respect to any other remedy that may be available to it, be entitled to specific performance and temporary and permanent injunctive and other equitable relief (without proof employee who is a beneficiary of actual damage or inadequacy of legal remedy) in case of any such breach or attempted breach. Employee acknowledges that this covenant not to compete is being provided as an inducement to Employer to enter into this Agreement and that this covenant not to compete contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Employer. Whenever possible, each provision of this covenant not to compete shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this covenant not to compete shall be prohibited by or be invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this covenant not to compete. If any provision of this covenant not to compete shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this covenant not to compete but shall be confined in its operation to the provision of this covenant not to compete directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this covenant not to compete should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable lawSeverance Obligations hereunder. (b) In addition to The Purchaser agrees that from and after the restrictions set forth in Section 12(a). Employee agrees that, effective as of the Effective Date and for a period that includes the term date of this Agreement and twelve (12) months thereafter. Employee will until the third anniversary of the Principal Closing Date, it shall not, either and shall cause its Affiliates not to, directly or indirectly, hire, employ, engage or offer employment to, or solicit for employment, any Person who is an employee of any member of the Seller Group (other than, following the Principal Closing, Transferred Employees); provided, however, that the foregoing shall not apply to (i) make known to solicitations made by job opportunity advertisements and headhunter searches not specifically targeting any person, firm or entity that is in competition with the Business of Employer or any of its subsidiaries or affiliates the names and addresses employees of any member of the suppliers or customers of Employer or any of its subsidiaries or affiliates, potential customers of Employer or any of its subsidiaries or affiliates upon whom Employer or any of its subsidiaries or affiliates has called upon in the last twelve (12) months or contacts of Employer or any of its subsidiaries or affiliates or any other information pertaining to such persons, Seller Group or (ii) call on, solicitsolicitations targeting, or take awayhiring, employing, engaging or attempt to call onoffering employment to, solicit or take away any employee whose employment by the applicable member of the suppliers Seller Group terminated more than six (6) months prior to such solicitation, hiring, employment, engagement or customers of Employer or any of its subsidiaries or affiliates, whether for Employee or for any other person, firm or entityoffer. (c) Regardless of The parties agree that the reason for any termination of Employee's employment, effective as of the Effective Date restrictions and for a period that includes the term of this Agreement and twelve (12) months thereafter, Employee will not, either on his own account or for any other person, firm, partnership, corporation. or other entity (i) solicit any employee of Employer or any of its subsidiaries or affiliates to leave such employment; or (ii) induce or attempt to induce any such employee to breach her or his employment agreement with Employer or any of its subsidiaries or affiliates. (d) As used in this Agreement, "Business" means the business of acquiring, processing and/or interpreting geophysical data and/or producing and/or conducting geophysical surveys, including, but not limited to, (x) the business of surface seismic acquisition and/or surface seismic data processing and/or interpretation for the purpose of providing and/or interpreting seismic images of the subsurface of the earth, and (y) the following activities and services: (i) all forms of surface land, marine, ocean bottom cable and transition zone seismic data acquisition; (ii) all forms of surface seismic data processing, including the processing of two, three and/or four dimensional vertical seismic profiling; (iii) recording of data from wellbore seismic arrays performed during simultaneous acquisition of surface two, three and/or four dimensional data: (iv) trenched in, buried near surface or seabed permanent array installation and acquisition; (v) surface seismic acquisition, processing, interpretation and/or sales, in each case, of multi-client surveys; (vi) maintenance of surface seismic data processing centers, including licensing and support of surface seismic processing software: (vii) equipment design and manufacture for surface seismic acquisition, processing and interpretation; (viii) research and development programs for any of the items described limitations set forth in this Section 12(d5.17 are reasonable, valid in geographical and temporal scope and in all other respects, enforceable, and essential to protect the value of the Seller Group and its businesses, the Excluded Assets, the Business, the Transferred Assets and the Transferred Entities. If a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.17(a) or Section 5.17(b) is invalid or unenforceable, the parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and seismically-assisted reservoir solutionsenforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision; provided that any such reduction, including software relating thereto; (ix) surface seismic data management services; (x) interpretation activities related deletion or replacement shall only be to the extent necessary to render such term or in support of acquisition provision valid and processing activities described in this Section 12(d); (xi) borehole seismic acquisition and installation and acquisition of data from wellbore seismic arrays; (xii) reservoir management; (xiii) commercial seismically-assisted reservoir solutions: and (xiv) non-seismic data management and non-seismic dynamic reservoir characterization and performance predictionenforceable.

Non-Solicitation; No-Hire. Subject to the parties’ rights and obligations under Section 5.01, during the period commencing on the Closing Date and ending two (2) years following the Closing Date (the “Non-Solicit Period”), Seller shall not, and shall cause its respective Affiliates not to, directly or indirectly (a) Employee agrees that, effective solicit or facilitate any third party in connection with the solicitation of any employee of any Acquired Entity as of or after the Effective Date and for a period date hereof (the “Specified Employees”) to resign or leave the employ of any Acquired Entity, or (b) hire or retain any Specified Employees; provided, that includes the term of foregoing restrictions in this Agreement and Section 5.06 will not prohibit Seller or its Affiliates from (i) soliciting or hiring any Specified Employee who has been terminated by Buyer or any Acquired Entity or otherwise ceased to be employed with Buyer or any Acquired Entity, in each case for at least twelve (12) months thereafter prior to such solicitation or hiring, (ii) making any general solicitation for employment by use of advertisements in the media or otherwise (including through the use of professional search firms) that is not specifically directed at any Specified Employees and hiring any such Specified Employee who responds to any such general solicitation. Seller acknowledges that the covenants set forth in this Section 5.06 are reasonable in order to protect the value to Buyer of the transactions contemplated hereby and the value of the Business. Seller understands that Xxxxx would not have entered into this Agreement absent the provisions in this Section 5.06. Seller acknowledges that a violation of this Section 5.06 would cause Buyer irreparable harm, which would not be adequately compensated for by money damages. Xxxxxx therefore agrees that in the event of a termination of Employee's employment with Employer described in Section 6(d), or (ii) six (6) months thereafter in all other events (such applicable period being referred to herein as the "Non- Compete Period"), Employee shall not, without the prior written consent of Employer, which shall not be unreasonably withheld, directly or indirectly, anywhere in the world, engage, invest, own any interest, or participate in, consult with, render services to, or be employed by any business, person, firm or entity that is in competition with the "Business" (as defined in Section 12(d)) of Employer or any of its subsidiaries or affiliates, except for the account of Employer and its subsidiaries and affiliates; provided, however, that during the Non-Compete Period Employee may acquire, solely as a passive investment, not more than five percent (5%) of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act. Employee acknowledges that a remedy at law for any breach or attempted breach violation of this covenant not to compete Section 5.06, Buyer will be inadequate and further agrees that any breach of this covenant not to compete will result in irreparable harm to Employer, and, accordingly, Employer shallentitled, in addition to other remedies that it may have, to a temporary restraining order and preliminary and final injunctive relief against Seller or such Affiliate to prevent any other remedy violations of this Section 5.06, without the necessity of posting a bond or proving any actual damages. It is the intent and understanding of Buyer and Seller that may be available if, in any Action before any Governmental Authority legally empowered to itenforce this Section 5.06, be entitled to specific performance and temporary and permanent injunctive and other equitable relief (without proof of actual damage any term, restriction, covenant or inadequacy of legal remedy) promise in case of any such breach or attempted breach. Employee acknowledges that this covenant not to compete Section 5.06 is being provided as an inducement to Employer to enter into this Agreement and that this covenant not to compete contains reasonable limitations as to time, geographical area and scope of activity found to be restrained unreasonable and for that do not impose a greater restraint than is reason unenforceable, then such term, restriction covenant or promise will be deemed modified by the minimal amount necessary to protect the goodwill make it enforceable by such court or other business interest of Employer. Whenever possibleagent, each provision of this covenant not to compete shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this covenant not to compete shall be prohibited by or be invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this covenant not to compete. If any provision of this covenant not to compete shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this covenant not to compete but shall be confined in its operation to the provision of this covenant not to compete directly involved in the controversy in which such judgment shall have been renderedpermissible under Applicable Law. In the event that the provisions of any breach or violation of this covenant not to compete should ever Section 5.06, the Non-Solicit Period shall automatically be deemed to exceed extended by the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. (b) In addition to the restrictions set forth in Section 12(a). Employee agrees that, effective as period of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter. Employee will not, either directly breach or indirectly, (i) make known to any person, firm or entity that is in competition with the Business of Employer or any of its subsidiaries or affiliates the names and addresses of any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, potential customers of Employer or any of its subsidiaries or affiliates upon whom Employer or any of its subsidiaries or affiliates has called upon in the last twelve (12) months or contacts of Employer or any of its subsidiaries or affiliates or any other information pertaining to such persons, or (ii) call on, solicit, or take away, or attempt to call on, solicit or take away any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, whether for Employee or for any other person, firm or entityviolation. (c) Regardless of the reason for any termination of Employee's employment, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter, Employee will not, either on his own account or for any other person, firm, partnership, corporation. or other entity (i) solicit any employee of Employer or any of its subsidiaries or affiliates to leave such employment; or (ii) induce or attempt to induce any such employee to breach her or his employment agreement with Employer or any of its subsidiaries or affiliates. (d) As used in this Agreement, "Business" means the business of acquiring, processing and/or interpreting geophysical data and/or producing and/or conducting geophysical surveys, including, but not limited to, (x) the business of surface seismic acquisition and/or surface seismic data processing and/or interpretation for the purpose of providing and/or interpreting seismic images of the subsurface of the earth, and (y) the following activities and services: (i) all forms of surface land, marine, ocean bottom cable and transition zone seismic data acquisition; (ii) all forms of surface seismic data processing, including the processing of two, three and/or four dimensional vertical seismic profiling; (iii) recording of data from wellbore seismic arrays performed during simultaneous acquisition of surface two, three and/or four dimensional data: (iv) trenched in, buried near surface or seabed permanent array installation and acquisition; (v) surface seismic acquisition, processing, interpretation and/or sales, in each case, of multi-client surveys; (vi) maintenance of surface seismic data processing centers, including licensing and support of surface seismic processing software: (vii) equipment design and manufacture for surface seismic acquisition, processing and interpretation; (viii) research and development programs for any of the items described in this Section 12(d) and seismically-assisted reservoir solutions, including software relating thereto; (ix) surface seismic data management services; (x) interpretation activities related to or in support of acquisition and processing activities described in this Section 12(d); (xi) borehole seismic acquisition and installation and acquisition of data from wellbore seismic arrays; (xii) reservoir management; (xiii) commercial seismically-assisted reservoir solutions: and (xiv) non-seismic data management and non-seismic dynamic reservoir characterization and performance prediction.

Non-Solicitation; No-Hire. (a) Employee Seller agrees that, effective as of the Effective Date and that for a period that includes of three (3) years from and after the term of this Agreement and (i) twelve (12) months thereafter in the event of a termination of Employee's employment with Employer described in Section 6(d), or (ii) six (6) months thereafter in all other events (such applicable period being referred to herein as the "Non- Compete Period"), Employee Closing Date it shall not, and it shall cause each of its Subsidiaries not to, without the prior written consent of Employer, which shall Purchaser (not to be unreasonably withheld, conditioned or delayed), directly or indirectly, anywhere in the world, engage, invest, own any interest, or participate in, consult with, render services to, or be employed by any business, person, firm or entity that is in competition with the "Business" (as defined in Section 12(d)) of Employer for Seller or any of its subsidiaries Subsidiaries or affiliateson behalf of another Person, except for the account of Employer and its subsidiaries and affiliates; provided, however, that during the Non-Compete Period Employee may acquire, solely as a passive investment, not more than five percent (5%) solicit or hire any employee of the outstanding shares Company or other units of the Company Subsidiary or any security of any entity subject to the requirements of Section 13 or 15(d) former employee of the Exchange Act. Employee acknowledges that a remedy at law for any breach Company or attempted breach of this covenant not to compete will be inadequate and further agrees that any breach of this covenant not to compete will result in irreparable harm to Employer, and, accordingly, Employer shall, in addition to any other remedy that may be available to it, be entitled to specific performance and temporary and permanent injunctive and other equitable relief (without proof of actual damage or inadequacy of legal remedy) in case of any such breach or attempted breach. Employee acknowledges that this covenant not to compete is being provided as an inducement to Employer to enter into this Agreement and that this covenant not to compete contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Employer. Whenever possible, each provision of this covenant not to compete shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this covenant not to compete shall be prohibited by or be invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this covenant not to compete. If any provision of this covenant not to compete shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this covenant not to compete but shall be confined in its operation to the provision of this covenant not to compete directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this covenant not to compete should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. (b) In addition to the restrictions set forth in Section 12(a). Employee agrees that, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter. Employee will not, either directly or indirectly, (i) make known to any person, firm or entity that is in competition with the Business of Employer or any of its subsidiaries or affiliates the names and addresses of any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, potential customers of Employer or any of its subsidiaries or affiliates upon whom Employer or any of its subsidiaries or affiliates has called upon in Company Subsidiary within the last twelve (12) months (including calling or contacts communicating with such employee for the purpose or with the intent of Employer enticing, or in a manner reasonably likely to entice, such employee away from the Company or the Company Subsidiary). (b) Purchaser agrees that for a period of three (3) years from and after the Closing Date it shall not, and it shall cause each of its Subsidiaries not to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), directly or indirectly, for Purchaser or any of its subsidiaries Subsidiaries or affiliates or any other information pertaining to such persons, or (ii) call on, solicit, or take away, or attempt to call onon behalf of another Person, solicit or take away hire any employee of the suppliers or customers of Employer Seller or any of its subsidiaries Subsidiaries (other than the Company and the Company Subsidiary) with whom Purchaser actually communicated or affiliatesof whom it learned as a result of the transactions contemplated by this Agreement and the other Transaction Documents (including calling or communicating with such employee for the purpose or with the intent of enticing, whether for Employee or for in a manner reasonably likely to entice, such employee away from the Seller or any of its Subsidiaries (other person, firm or entitythan the Company and the Company Subsidiary)). (c) Regardless of Notwithstanding the reason for any termination of Employee's employmentforegoing, effective as of the Effective Date restrictions set forth in Section 5.8(a) and for a period that includes the term of this Agreement and twelve (12Section 5.8(b) months thereafter, Employee will not, either on his own account or for any other person, firm, partnership, corporation. or other entity shall not apply to (i) solicit any employee of Employer Person whose employment was terminated by the other Party or any one of its subsidiaries or affiliates to leave such employment; Subsidiaries or (ii) induce bona fide public advertisements for employment placed by any Party and not specifically targeted at the employees of any other Party. Section 5.8(a) and Section 5.8(b) shall not apply to any Person who is solicited by Seller or attempt to induce any such employee to breach her or his employment agreement with Employer Purchaser or any of its subsidiaries or affiliates. (d) As used in this Agreementtheir respective Subsidiaries, "Business" means the business of acquiring, processing and/or interpreting geophysical data and/or producing and/or conducting geophysical surveys, including, but not limited toas applicable, (xA) pursuant to any existing agreement with employee representatives (such as a works council agreement) by which Seller or Purchaser or any such Subsidiary, as applicable, is legally bound or (B) as a result of actions required to be taken by Seller or Purchaser or any of their respective Subsidiaries, as applicable, in order to comply with local employment Laws. Seller and Purchaser acknowledge and agree that the business of surface seismic acquisition and/or surface seismic data processing and/or interpretation for the purpose of providing and/or interpreting seismic images restrictive covenants set forth in Section 5.8(a) and Section 5.8(b) are a material and substantial part of the subsurface transactions contemplated hereby. In the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth in Section 5.8(a) and Section 5.8(b) are unreasonable, then it is the intention of the earth, Parties that such restrictions be enforced to the fullest extent which the court deems reasonable and (y) the following activities and services: (i) all forms of surface land, marine, ocean bottom cable and transition zone seismic data acquisition; (ii) all forms of surface seismic data processing, including the processing of two, three and/or four dimensional vertical seismic profiling; (iii) recording of data from wellbore seismic arrays performed during simultaneous acquisition of surface two, three and/or four dimensional data: (iv) trenched in, buried near surface or seabed permanent array installation and acquisition; (v) surface seismic acquisition, processing, interpretation and/or sales, in each case, of multi-client surveys; (vi) maintenance of surface seismic data processing centers, including licensing and support of surface seismic processing software: (vii) equipment design and manufacture for surface seismic acquisition, processing and interpretation; (viii) research and development programs for any of the items described in this Section 12(d5.8(a) and seismically-assisted reservoir solutions, including software relating thereto; (ixSection 5.8(b) surface seismic data management services; (x) interpretation activities related to or in support of acquisition shall thereby be amended and processing activities described in this Section 12(d); (xi) borehole seismic acquisition and installation and acquisition of data from wellbore seismic arrays; (xii) reservoir management; (xiii) commercial seismically-assisted reservoir solutions: and (xiv) non-seismic data management and non-seismic dynamic reservoir characterization and performance predictionmodified accordingly without further action by the Parties hereto.

Non-Solicitation; No-Hire. (a) Employee agrees that, effective as of the Effective Date and for a period that includes the term of this Agreement and (i) twelve (12) months thereafter in the event of a termination of Employee's ’s employment with Employer described in Section 6(d6(c), or (ii) six (6) months thereafter in all other events (such applicable period being referred to herein as the "“Non- Compete Period"”), Employee shall not, without the prior written consent of Employer, which shall not be unreasonably withheld, directly or indirectly, anywhere in the world, engage, invest, own any interest, or participate in, consult with, render services to, or be employed by any business, person, firm or entity that is in competition with the "Business" Business (as defined in Section 12(d9(d)) of Employer or any of its subsidiaries or affiliates, except for the account of Employer and its subsidiaries and affiliates; provided, however, that during the Non-Compete Period Employee may acquire, solely as a passive investment, not more than five percent (5%) of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 10 or 15(d) of the Exchange Act. Employee acknowledges that a remedy at law for any breach or attempted breach of this covenant not to compete will be inadequate and further agrees that any breach of this covenant not to compete will result in irreparable harm to Employer, and, accordingly, Employer shall, in addition to any other remedy that may be available to it, be entitled to specific performance and temporary and permanent injunctive and other equitable relief (without proof of actual damage or inadequacy of legal remedy) in case of any such breach or attempted breach. Employee acknowledges that this covenant not to compete is being provided as an inducement to Employer to enter into this Agreement and that this covenant not to compete contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Employer. Whenever possible, each provision of this covenant not to compete shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this covenant not to compete shall be prohibited by or be invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this covenant not to compete. If any provision of this covenant not to compete shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this covenant not to compete but shall be confined in its operation to the provision of this covenant not to compete directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this covenant not to compete should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. (b) In addition to the restrictions set forth in Section 12(a9(a). , Employee agrees that, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter. , Employee will not, either directly or indirectly, (i) make known to any person, firm or entity that is in competition with the Business of Employer or any of its subsidiaries or affiliates the names and addresses of any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, potential customers of Employer or any of its subsidiaries or affiliates upon whom Employer or any of its subsidiaries or affiliates has called upon in the last twelve (12) months or contacts of Employer or any of its subsidiaries or affiliates or any other information pertaining to such persons, or (ii) call on, solicit, or take away, or attempt to call on, solicit or take away any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, whether for Employee or for any other person, firm or entity. (c) Regardless of the reason for any termination of Employee's ’s employment, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter, Employee will not, either on his own account or for any other person, firm, partnership, corporation. , or other entity (i) solicit any employee of Employer or any of its subsidiaries or affiliates to leave such employment; or (ii) induce or attempt to induce any such employee to breach her or his employment agreement with Employer or any of its subsidiaries or affiliates. (d) As used in this Agreement, "“Business" ” means the business of acquiring, processing and/or interpreting geophysical data and/or producing and/or conducting geophysical surveys, including, but not limited to, (x) the business of surface seismic acquisition and/or surface seismic data processing and/or interpretation for the purpose of providing and/or interpreting seismic images of the subsurface of the earth, and (y) the following activities and services: (i) all forms of surface land, marine, ocean bottom cable and transition zone seismic data acquisition; (ii) all forms of surface seismic data processing, including the processing of two, three and/or four dimensional vertical seismic profiling; (iii) recording of data from wellbore seismic arrays performed during simultaneous acquisition of surface two, three and/or four dimensional data: ; (iv) trenched in, buried near surface or seabed permanent array installation and acquisition; (v) surface seismic acquisition, processing, interpretation and/or sales, in each case, of multi-client surveys; (vi) maintenance of surface seismic data processing centers, including licensing and support of surface seismic processing software: ; (vii) equipment design and manufacture for surface seismic acquisition, processing and interpretation; (viii) research and development programs for any of the items described in this Section 12(d9(d) and seismically-assisted reservoir solutions, including software relating thereto; (ix) surface seismic data management services; (x) interpretation activities related to or in support of acquisition and processing activities described in this Section 12(d9(d); (xi) borehole seismic acquisition and installation and acquisition of data from wellbore seismic arrays; (xii) reservoir management; (xiii) commercial seismically-assisted reservoir solutions: ; and (xiv) non-seismic data management and non-seismic dynamic reservoir characterization and performance prediction.

Non-Solicitation; No-Hire. 6.4.1. From the date hereof through the earlier of (a) Employee agrees thatone hundred and twenty (120) days after this Agreement is terminated pursuant to Article 10 or (b) the Closing Date, effective as Section 5(y) of the Effective Confidentiality Agreement shall continue to apply to the Buyer and its subsidiaries. 6.4.2. For the period commencing the Closing Date and for a period that includes expiring on the term second anniversary of this Agreement the Closing Date, none of the Sellers shall, and shall cause their respective Affiliates (iexcluding portfolio companies who are not made aware of any employees of the Target Companies) twelve (12) months thereafter in the event of a termination of Employee's employment with Employer described in Section 6(d), or (ii) six (6) months thereafter in all other events (such applicable period being referred to herein as the "Non- Compete Period"), Employee shall notnot to, without the prior written consent of Employer, which shall not be unreasonably withheldthe Buyer, directly or indirectly, anywhere in the worldrecruit, engageoffer employment, investemploy, own any interestengage as a consultant or sales representative, lure or entice away, or participate inin any other manner persuade or attempt to persuade, consult withany Person who is an employee, render services toconsultant or sales representative of the Target Companies or of the Buyer or its subsidiaries to leave the employ of the Target Companies or the Buyer or its subsidiaries, as applicable, terminate such consulting or be employed by other relationship or hire or engage any businessof the employees or sales representatives of any of the Target Companies, personthe Buyer or its subsidiaries, firm or entity except that is in competition with none of the "Business" (as defined in Section 12(d)) of Employer Sellers or any of its subsidiaries or affiliates, except for the account of Employer and its subsidiaries and affiliates; provided, however, that during the Non-Compete Period Employee may acquire, solely as a passive investment, not more than five percent (5%) of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act. Employee acknowledges that a remedy at law for any breach or attempted breach of this covenant not to compete will be inadequate and further agrees that any breach of this covenant not to compete will result in irreparable harm to Employer, and, accordingly, Employer shall, in addition to any other remedy that may be available to it, be entitled to specific performance and temporary and permanent injunctive and other equitable relief (without proof of actual damage or inadequacy of legal remedy) in case of any such breach or attempted breach. Employee acknowledges that this covenant not to compete is being provided as an inducement to Employer to enter into this Agreement and that this covenant not to compete contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Employer. Whenever possible, each provision of this covenant not to compete shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this covenant not to compete their Affiliates shall be prohibited from hiring any such Person whose employment is terminated by or be invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this covenant Target Companies and not to competeotherwise employed for one-hundred and twenty (120) days. 6.4.3. If any provision the final judgment of this covenant not to compete shall, for any reason, be judged by any a court of competent jurisdiction to be declares that any term or provision of this Section 6.4 is invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this covenant not to compete but shall be confined in its operation to the provision of this covenant not to compete directly involved in the controversy in which such judgment shall have been rendered. In the event parties hereto agree that the provisions court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this covenant not to compete should ever Agreement will be deemed to exceed enforceable as so modified after the expiration of the time or geographic limitations permitted by applicable laws, then such provision shall within which the judgment may be reformed to the maximum time or geographic limitations permitted by applicable lawappealed. (b) In addition 6.4.4. This Section 6.4 does not prohibit general advertisements and solicitations that are not targeted to the restrictions set forth in Section 12(a). Employee agrees thatemployees, effective as consultants or sales representatives of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter. Employee will not, either directly or indirectly, (i) make known to any person, firm or entity that is in competition with the Business of Employer or any of its subsidiaries or affiliates the names and addresses of any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, potential customers of Employer or any of its subsidiaries or affiliates upon whom Employer or any of its subsidiaries or affiliates has called upon in the last twelve (12) months or contacts of Employer or any of its subsidiaries or affiliates or any other information pertaining to such persons, or (ii) call on, solicit, or take away, or attempt to call on, solicit or take away any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, whether for Employee or for any other person, firm or entityparty. (c) Regardless of the reason for any termination of Employee's employment, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter, Employee will not, either on his own account or for any other person, firm, partnership, corporation. or other entity (i) solicit any employee of Employer or any of its subsidiaries or affiliates to leave such employment; or (ii) induce or attempt to induce any such employee to breach her or his employment agreement with Employer or any of its subsidiaries or affiliates. (d) As used in this Agreement, "Business" means the business of acquiring, processing and/or interpreting geophysical data and/or producing and/or conducting geophysical surveys, including, but not limited to, (x) the business of surface seismic acquisition and/or surface seismic data processing and/or interpretation for the purpose of providing and/or interpreting seismic images of the subsurface of the earth, and (y) the following activities and services: (i) all forms of surface land, marine, ocean bottom cable and transition zone seismic data acquisition; (ii) all forms of surface seismic data processing, including the processing of two, three and/or four dimensional vertical seismic profiling; (iii) recording of data from wellbore seismic arrays performed during simultaneous acquisition of surface two, three and/or four dimensional data: (iv) trenched in, buried near surface or seabed permanent array installation and acquisition; (v) surface seismic acquisition, processing, interpretation and/or sales, in each case, of multi-client surveys; (vi) maintenance of surface seismic data processing centers, including licensing and support of surface seismic processing software: (vii) equipment design and manufacture for surface seismic acquisition, processing and interpretation; (viii) research and development programs for any of the items described in this Section 12(d) and seismically-assisted reservoir solutions, including software relating thereto; (ix) surface seismic data management services; (x) interpretation activities related to or in support of acquisition and processing activities described in this Section 12(d); (xi) borehole seismic acquisition and installation and acquisition of data from wellbore seismic arrays; (xii) reservoir management; (xiii) commercial seismically-assisted reservoir solutions: and (xiv) non-seismic data management and non-seismic dynamic reservoir characterization and performance prediction.