Common use of Non-Solicitation/Non-Compete Clause in Contracts

Non-Solicitation/Non-Compete. (a) For a period of two (2) years from the Closing Date, Parent and its Subsidiaries shall not directly or indirectly solicit for employment, hire, employ or engage (whether as an employee, consultant or otherwise), any Transferred Business Employee with a gross annual base salary equal to or in excess of $150,000; provided, that the foregoing shall not restrict any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) or any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation more than three (3) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries. (b) For a period of two (2) years from the Closing Date, without the prior written consent of Purchaser, Parent and its Subsidiaries agree not to engage, in any Business Territory, in any access solutions business, as conducted or contemplated in written plans pursuant to which associated research and development expenses have been incurred, in each case, as of each of the date hereof and immediately prior to the Closing by Parent and its Subsidiaries, consisting of (a) the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings or rooms, (ii) electronic lockboxes, (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics (such business, a “Competing Business”) provided, that, nothing in this Agreement shall restrict Parent or its Subsidiaries at any time from: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen percent (15%) or less of the outstanding securities of such Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person (a “De Minimis Investment”); (ii) investing in any fund in which Parent and its Subsidiaries have no discretion with respect to the investment strategy of such fund; (iii) acquiring or investing in, and, after such acquisition or investment, owning an interest in any Person (or its successor) that is engaged in a Competing Business, other than a De Minimis Investment, and operating such Competing Business if such Competing Business generated less than fifteen percent (15%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; (iv) exercising its rights or complying with its obligations under this Agreement or any of the Ancillary Agreements; or (v) owning and operating the Carrier Assets and engaging in the Retained Businesses (including, for the avoidance of doubt, owning and operating the Specified Retained Businesses) as conducted as of the date of this Agreement and as of the Closing Date, and reasonable extensions thereof. The parties understand and acknowledge that immaterial, de minimis or inadvertent violations of this Section 5.14 by Parent and its Subsidiaries shall not be deemed a breach of this Section 5.14. Parent acknowledges that the agreements in this Section 5.14 impose a reasonable restraint in light of the activities and business of Parent and its Subsidiaries on the date of this Agreement and the current business of Purchaser, Parent and their respective Affiliates. Notwithstanding the foregoing or any other provision of this Agreement (including, for the avoidance of doubt, Section 11.8, which is not intended to and does not expand the scope of this Section 5.14), this Section 5.14 shall not restrain or prohibit any activities, actions or conduct of any Person that is not directly or indirectly controlled by Parent, including any joint ventures, partnerships or co-investment vehicles that neither Parent nor any of its direct or indirect Subsidiaries controls.

Non-Solicitation/Non-Compete. (a) For a period of two (2) years from Beginning on the Closing DateDate and ending on the fifth (5th) anniversary of the Closing Date (the “No Solicit Period”), Parent and its Subsidiaries Seller shall not not, directly or indirectly solicit for employment, hire, employ or engage (whether as an employee, consultant or otherwise), any Transferred Business Employee with a gross annual base salary equal to or in excess of $150,000; provided, that the foregoing shall not restrict any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) or any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation more than three (3) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries. (b) For a period of two (2) years from the Closing Dateindirectly, without the prior written consent of Purchaser, Parent and its Subsidiaries agree not to engage, in any Business Territory, in any access solutions business, as conducted or contemplated in written plans pursuant to which associated research and development expenses have been incurred, in each case, as of each of the date hereof and immediately prior to the Closing by Parent and its Subsidiaries, consisting of (a) the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings hire any Key Employee or rooms, (ii) electronic lockboxesencourage, induce, attempt to induce, recruit, solicit, attempt to solicit (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control on Sellers’ own behalf or on behalf of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics (such business, a “Competing Business”) provided, that, nothing in this Agreement shall restrict Parent or its Subsidiaries at any time from: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen percent (15%) or less of the outstanding securities of such Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate a majorityother Person), or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person (a “De Minimis Investment”); (ii) investing in take any fund in which Parent and its Subsidiaries have no discretion with respect to the investment strategy of such fund; (iii) acquiring or investing in, and, after such acquisition or investment, owning an interest in any Person (or its successor) other action that is engaged in intended to induce or encourage any Continuing Employee to terminate such employee’s employment with Purchaser or a Competing Business, other than a De Minimis Investment, and operating such Competing Business if such Competing Business generated less than fifteen percent (15%) Subsidiary of such Person’s consolidated annual revenues in Purchaser. Notwithstanding the last completed fiscal year of such Person; (iv) exercising its rights or complying with its obligations under this Agreement or any of the Ancillary Agreements; or (v) owning and operating the Carrier Assets and engaging in the Retained Businesses (includingforegoing, for the avoidance of doubt, owning and operating the Specified Retained Businesses) as conducted as of the date purposes of this Agreement and as Agreement, the placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward the Closing Date, and reasonable extensions thereof. The parties understand and acknowledge that immaterial, de minimis or inadvertent violations of this Section 5.14 by Parent and its Subsidiaries Continuing Employees shall not be deemed to be a breach of this Section 5.147.3(a)(ii). Parent acknowledges that The foregoing provisions shall not apply to any Continuing Employee whose employment is terminated by Purchaser or any Subsidiary of Purchaser. (b) During the agreements No Solicit Period, Seller shall not, either directly or indirectly, (i) engage in this Section 5.14 impose a reasonable restraint in light the business of the activities and business of Parent and its Subsidiaries on Specified Business or (ii) sell or offer for sale a product or service that competes with the date of Transferred Assets. The Seller agrees that this Agreement and covenant is necessary to protect the current business value of Purchaser’s investment in the Transferred Assets. (c) During the No Solicit Period, Parent and their respective Affiliates. Notwithstanding the foregoing or any other provision of this Agreement (including, for the avoidance of doubt, Section 11.8, which is not intended to and does not expand the scope of this Section 5.14), this Section 5.14 Seller shall not restrain or prohibit any activities, actions or conduct of any Person that is not directly or indirectly controlled by Parentindirectly, including (i) aid or induce any customer, vendor, supplier, independent contractor or other business contact of the Seller or any Subsidiary to terminate a Transferred Contract or reduce the amount of business done relating to the Transferred Contract, or (ii) solicit or accept any work that is in competition with the Specified Business from any current customer under a Transferred Contract. (d) If, in any judicial proceeding, a court refuses to enforce any of such separate covenants of Section 7.3 (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (e) The Purchaser hereby agrees to duly and timely make any joint ventureselection or elections under the provisions of section 56.4 of the Tax Act, partnerships or co-investment vehicles and in such form, as the Seller may reasonably request in respect of the restrictive covenants granted under to the Purchaser under this Agreement, provided that neither Parent nor such elections are not materially prejudicial to the Purchaser and further provided that the Purchaser shall not be responsible for the filing of any such elections. The Seller shall confirm to the Purchaser within 10 days of its direct or indirect Subsidiaries controlsthe filing of any such election that the election has been filed, and shall provide the Purchaser with a copy of the election as filed with the applicable Governmental Body.

Non-Solicitation/Non-Compete. (a) For a period As an inducement for Purchaser to enter into this Agreement and to consummate the transactions contemplated by this Agreement, Parent shall not, and shall cause each other member of the Parent Group not to, and Parent shall not permit, cause or encourage any of its respective Affiliates to, and shall cause each other member of the Parent Group not to permit, cause or encourage any of its respective Affiliates to, directly or indirectly, (i) for two (2) years from following the Closing Date, Parent and its Subsidiaries shall not directly solicit, induce or indirectly attempt to solicit for employment, hire, employ or engage induce the employment or services (whether as an employee, consultant consultant, independent contractor or otherwise), ) of any Transferred Business Employee with a gross annual base salary equal to or in excess of $150,000; provided, that the foregoing shall not restrict any general or public solicitations not specifically targeted at employees independent contractor of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) Transferred Entities as of Closing or any solicitationsPerson who has been an employee or independent contractor of the Transferred Entities within the twelve (12) month period immediately preceding the Closing Date, hiring or other actions with respect seek to persuade any Transferred Business Employee or any such Person whose independent contractor or employee to discontinue employment is terminated due to such Personor engagement, in each case without Purchaser’s voluntary resignation more than prior written consent, (ii) for three (3) years following the Closing Date, hire or attempt to hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Person listed on Section 6.14(a) of the Parent Disclosure Schedule, unless such Person has been terminated by Purchaser or any of its Affiliates subsequent to the Closing and who has not been employed or engaged by any Transferred Entity for a period of at least six (6) months prior to the commencement date of such hire, without Purchaser’s prior written consent or (iii) for three (3) years following the Closing Date, induce or attempt to induce any customer, supplier, licensee or other business relation of the Transferred Entities to cease doing business with the Transferred Entities, or in any way interfere with the relationship between the Transferred Entities and any customer, supplier, licensee or other business relation thereof (including by inducing or attempting to induce any such person or entity to reduce the amount of business it does with the Transferred Entities). For purposes of this Section 6.14(a), the terms “solicit the employment discussions between such Person and Parent and its Subsidiariesor services” shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms or open job fairs. (b) For a period of two (2) years from As an inducement for Purchaser to enter into this Agreement and to consummate the Closing Datetransactions contemplated by this Agreement, without the prior written consent of Purchaser, Parent shall not, and shall cause each other member of the Parent Group not to, and Parent shall not permit, cause or encourage any of its Subsidiaries agree respective Affiliates to, and shall cause each other member of the Parent Group not to engagepermit, in cause or encourage any Business Territoryof its respective Affiliates to, in any access solutions business, as conducted or contemplated in written plans pursuant to which associated research and development expenses have been incurred, in each case, as of each of the date hereof and immediately prior to for three (3) years following the Closing by Parent and its SubsidiariesDate, consisting of (a) , engage in the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings or rooms, (ii) electronic lockboxes, (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics Business (such business, a “Competing Business”) provided, that, ); provided that nothing in this Agreement shall restrict any member of the Parent or its Subsidiaries Group at any time from: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen (x) owning ten percent (1510%) or less of the outstanding securities of such Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate a majorityof any Person, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person (a “De Minimis Investment”); (iiy) investing in any fund in which Parent and its Subsidiaries are passive and have no discretion with respect to the investment strategy of such fund; (iiiii) acquiring or investing in, and, after such acquisition or investmentacquisition, owning an interest in any Person (or its successor) that is engaged in a Competing Business, other than a De Minimis Investment, Business and operating such Competing Business if such Competing Business generated less than fifteen percent (15%) of such Person’s consolidated annual revenues in the last completed fiscal year of such PersonPerson (provided, that no Sensitive Business Information shall be disclosed to employees that are engaged on a day-to-day basis in such Competing Business); (iviii) exercising acquiring and, after such acquisition, owning an interest in any Person (or its rights or successor) that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated more than fifteen percent (15%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) the applicable member of the Parent Group, within twelve (12) months after the consummation of such acquisition, enters into a definitive agreement to cause the divestiture of the Competing Business of such Person such that the restrictions set forth in this Section 6.14(b) but for this Section 6.14(b)(ii) would not have operated to prevent such ownership assuming the completion of such divestiture had occurred prior to such acquisition, and thereafter uses reasonable best efforts to complete such divestiture as soon as reasonably practicable;(iv) complying with its obligations under this Agreement or any of the Ancillary Agreements; or (v) owning and operating the Carrier Assets and engaging in the Retained Businesses (including, for the avoidance of doubt, owning and operating the Specified Retained Businesses) as conducted as of the date of this Agreement and as of the Closing Date, and reasonable extensions thereof. The parties understand and acknowledge that immaterial, de minimis or inadvertent violations of this Section 5.14 by Parent and its Subsidiaries shall not be deemed a breach of this Section 5.14. Parent acknowledges that the agreements in this Section 5.14 impose a reasonable restraint in light of the activities and business of Parent and its Subsidiaries on the date of this Agreement and the current business of Purchaser, Parent and their respective Affiliates. Notwithstanding the foregoing or any other provision of this Agreement (including, for the avoidance of doubt, Section 11.8, which is not intended to and does not expand the scope of this Section 5.14), this Section 5.14 shall not restrain or prohibit any activities, actions or conduct of any Person that is not directly or indirectly controlled by Parent, including any joint ventures, partnerships or co-investment vehicles that neither Parent nor any of its direct or indirect Subsidiaries controls.

Non-Solicitation/Non-Compete. (a) For a period As an inducement for Purchaser to enter into this Agreement and to consummate the transactions contemplated by this Agreement, each member of two (2) years the Parent Group shall not, at any time prior to the date that is [REDACTED] from the Closing Date, Parent and its Subsidiaries shall not directly or indirectly indirectly, solicit for employment, hire, employ or engage hire the employment or services (whether as an employee, consultant consultant, independent contractor or otherwise), ) of any Transferred Business Employee with a gross annual base salary equal to or in excess of $150,000; provided, that the foregoing shall not restrict any general or public solicitations not specifically targeted at employees then current employee of the Business listed on Schedule 7.7(a) (together with the Transferred Employees, the “Non- Solicit Employees”), or seek to persuade any Non-Solicit Employee to discontinue employment or engagement, in each case unless (i) Purchaser provides prior written consent, or (ii) such Non- Solicit Employee’s employment has been terminated (including searches by such employee) subsequent to the Closing and who has not been employed or engaged by any bona fide search firm that is not directed to solicit such employees) or any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation more than three Transferred Entity for a period of at least six (36) months prior to the commencement date of such hire. For purposes of this Section 7.7(a), the terms “solicit the employment discussions between or services” shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise, in each case which is not directed specifically to any such Person employees, and Parent and its Subsidiariesthis Section 7.7(a) shall not prohibit hiring (whether as an employee, consultant, independent contractor or otherwise) any individual who responds to any such searches. (b) For As an inducement for the Sellers to enter into this Agreement and to consummate the transactions contemplated by this Agreement, Purchaser and its Affiliates shall not, at any time prior to the date that is sixty [REDACTED] from the Closing Date, directly or indirectly, solicit or hire the employment or services (whether as an employee, consultant, independent contractor or otherwise) of individual listed on Section 7.7(b) of the Seller Disclosure Schedule, or seek to persuade any individual listed on Section 7.7(b) of the Seller Disclosure Schedule to discontinue employment or engagement, in each case unless (i) Parent provides prior written consent, or (ii) such Person has been terminated (including by such employee) subsequent to the Closing and who has not been employed or engaged by any member of the Parent Group for a period of two at least six (26) years from months prior to the date of such hire. For purposes of this Section 7.7(b), the terms “solicit the employment or services” shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise, in each case which is not directed specifically to any such employees, and this Section 7.7(b) shall not prohibit hiring (whether as an employee, consultant, independent contractor or otherwise) any individual who responds to any such searches. (c) As an inducement for Purchaser to enter into this Agreement and to consummate the transactions contemplated by this Agreement, until the [REDACTED] anniversary of the Closing Date, without the prior written consent of Purchaser, Parent and its Subsidiaries agree not to engage, in any Business Territory, in any access solutions business, as conducted or contemplated in written plans pursuant to which associated research and development expenses have been incurred, in each case, as of each member of the date hereof and immediately prior to Parent Group shall not engage in the Closing by Parent and its Subsidiaries, consisting of (a) the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings or rooms, (ii) electronic lockboxes, (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics (such business, a “Competing Restricted Business”) provided, that, ; provided that nothing in this Agreement shall restrict any Seller or any other member of the Parent or its Subsidiaries Group at any time from: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen (A) owning ten percent (1510%) or less of the outstanding voting stock or other voting securities of such any Person to (that is not a member of the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate Group) that is engaged in a majorityRestricted Business, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person (a “De Minimis Investment”); (iiB) investing in any fund that has an interest in which a Restricted Business so long as no member of the Parent and its Subsidiaries have no Group has any control, discretion or influence with respect to the investment strategy of such fund; (iiiii) acquiring or investing in, and, after such acquisition or investmentacquisition, owning an interest in any Person (or its successor) that is engaged in a Competing Business, other than a De Minimis Investment, Restricted Business and operating such Competing Restricted Business if such Competing Restricted Business generated less than fifteen percent (15%) [REDACTED] of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; (iii) acquiring and, after such acquisition, owning any interest in a Person that is engaged in a Restricted Business and operating such Restricted Business if (A) such Restricted Business generated [REDACTED] or more of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) the applicable member(s) of the Parent Group, within twelve (12) months after the consummation of such acquisition, enters into a definitive agreement to cause the divestiture of a sufficient portion of the Restricted Business of such Person such that the restrictions set forth in this Section 7.7(c) would not have operated to prevent such ownership assuming the completion of such divestiture had occurred prior to such acquisition, and thereafter uses commercially reasonable efforts to complete such divestiture as soon as reasonably practicable; (iv) exercising its rights or complying with its obligations under this Agreement or any of the Ancillary Agreements; or (v) owning and owning, operating the Carrier Assets and engaging in the Retained Businesses (including, for the avoidance of doubt, owning and operating the Specified Retained Businesses) Business as conducted as of the date of this Agreement hereof and as of the Closing Date, and reasonable extensions thereof. The parties understand and acknowledge that immaterial. (d) Notwithstanding the foregoing, de minimis or inadvertent violations of this Section 5.14 by Parent and 7.7(d) (i) shall not restrain or prohibit the consummation of any transaction or series of related transactions that results in a change of control of any Seller or any of its Subsidiaries shall not be deemed a breach of this Section 5.14. Parent acknowledges that the agreements in this Section 5.14 impose a reasonable restraint in light of the activities and business of Parent and its Subsidiaries on the date of this Agreement and the current business of Purchaser, Parent and their respective Affiliates. Notwithstanding the foregoing or any other provision of this Agreement (includingor, for the avoidance of doubt, Section 11.8any other member of the Parent Group) or a majority of the assets of any such Person, which so long as such acquirer thereof is either (x) not intended engaged in a Restricted Business or (y) if such acquirer is engaged in a Restricted Business, such Restricted Business generated less than [REDACTED] of such acquirer’s consolidated annual revenues in the last completed fiscal year of such acquiror, calculated on a pro forma basis to include such acquirer’s annual revenues for such year and does the acquired Person’s or Persons’ annual revenues for such year; provided that if the Restricted Business generated greater than [REDACTED] of such acquirer’s consolidated annual revenues, such acquirer shall not expand the scope be deemed in breach of this Section 5.14), this Section 5.14 7.7(d) if such acquirer within twelve (12) months after the applicable acquisition enters into a definitive agreement to cause the divestiture of such Restricted Business; and (ii) shall not restrain or prohibit any activities, actions or conduct of any Person that is not directly or indirectly controlled (as such term is used in the definition of “Affiliate”) by any Seller or any of its Subsidiaries (or, for the avoidance of doubt, Parent), including any joint ventures, partnerships or co-investment vehicles that neither Parent any Seller (nor, for the avoidance of doubt, Parent) nor any of its direct or indirect Subsidiaries controlscontrols (as such term is used in the definition of “Affiliate”).

Non-Solicitation/Non-Compete. 13.1 The Parent will not, and undertakes to procure that each of its Affiliates will not, directly or indirectly, pending or within three (a3) years after the Initial Completion Date, solicit or entice away from the employment of any member of the Company Group any Senior Employee of any member of the Company Group, provided that this clause 13.1 shall not operate so as to prevent the recruitment of staff by placing a general bona fide recruitment advertisement which may come to the attention of (but is not specifically directed at or brought to the attention of) any such Senior Employee. 13.2 For a period of two (2) years from the Closing Date, Parent and its Subsidiaries shall not directly or indirectly solicit for employment, hire, employ or engage (whether as an employee, consultant or otherwise), any Transferred Business Employee with a gross annual base salary equal to or in excess of $150,000; provided, that the foregoing shall not restrict any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) or any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation more than three (3) months prior years following the Initial Completion Date (the “Non-Compete Period”) the Parent shall not, and undertakes to procure that each member of the commencement of employment discussions between such Person and Parent and its Subsidiaries. (b) For a period of two (2) years from the Closing DateRetained Group will not, without the prior written consent of the Purchaser, directly or indirectly, engage in the business of commercial aircraft leasing as carried on by the Company as at the Signing Date (the “Restricted Business” and such activity the “Restricted Activity” and collectively, the “Restricted Activities”). 13.3 Notwithstanding the restrictions set forth in clause 13.2, and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of clause 13.2, nothing in clause 13.2 shall preclude, prohibit or restrict or otherwise limit the Parent and its Subsidiaries agree or any member of the Retained Group from engaging, or require the Parent not to engage, or procure members of the Retained Group not to engage, in any Business Territorymanner in any of the following: (a) acquiring and holding securities issued by the Company, Purchaser or its Affiliates; (b) consummating the transactions or providing or receiving the services contemplated by this Agreement or any other Transaction Agreement; (c) engaging in any business which is not the Restricted Business; (d) acquiring, holding investments or owning, directly or indirectly, any voting stock, capital stock or any other type of equity interest (including convertible securities) of any Person engaged in any Restricted Activities which ownership interest represents at all times less than 10% of the aggregate voting power or outstanding capital stock or any other type of equity interest of such Person; provided that no such acquisition, holding, investment or ownership may be made in entities set forth on Schedule 13.3(d) of the Disclosure Letter; provided, further that such percentage shall be not more than 25% if such ownership interest is acquired by the Parent as consideration for a disposition of such Person; and provided, further that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; and provided, further that, in any access solutions businessevent, as conducted or contemplated in written plans pursuant to which associated research and development expenses have been incurred, in each case, as of each neither Parent nor any member of the date hereof and immediately prior to the Closing by Parent and its Subsidiaries, consisting of (a) the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings or rooms, (ii) electronic lockboxes, (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics (such business, a “Competing Business”) provided, that, nothing in this Agreement Retained Group shall restrict Parent or its Subsidiaries at any time from: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen percent (15%) or less of the outstanding securities of such Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries have the right to designate a majorityappoint, or such higher amount constituting a controlling numbershall have appointed, of the members any member of the board of directors (or similar governing bodybody of any Person engaged in the Restricted Business; (e) entering into alliances or joint ventures that engage in a Restricted Activity so long as the revenue derived by the activities, services or businesses contributed by the Parent and the other party or parties to such alliance or joint venture attributable to the portion of the Restricted Activity constituted less than 10% of the consolidated revenue (excluding any effects attributable to short-term and extraordinary events) of such Person activities, services or businesses contributed by the Parent and the other party or parties to such alliance or joint venture (or, in the event that such Acquired Entity is not a “De Minimis Investment”separate Person, the consolidated revenue attributable to the assets and liabilities used in connection with the Restricted Activities constituted less than 10% of the consolidated revenue (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction); (iif) investing managing, controlling, advising or providing administrative or similar services to general or separate accounts of insurance companies, investment funds or other investment vehicles or any employee benefit plan or trust of the Parent that makes passive investments in any fund Persons engaging in which Parent and its Subsidiaries have no discretion with respect to a Restricted Activity, so long as such investments are in the investment strategy ordinary course of business of such fund, vehicle, plan or trust; (iiig) acquiring any asset or investing inbusiness (an “Acquired Entity”) that, anddirectly or indirectly, after such acquisition or investment, owning an interest engages in any Person Restricted Activities (or its successoran “Acquisition Transaction”) that provided that: (i) a purpose of such Acquisition Transaction is engaged not to circumvent the restrictions contained in a Competing Businessclause 13.2; (ii) during the four most recently completed full quarters preceding the date on which the Acquisition Transaction is consummated, other than a De Minimis Investment, and operating the revenue derived by such Competing Business if such Competing Business generated Acquired Entity from the Restricted Activities constituted less than fifteen percent 20% of the consolidated revenue (15%excluding any effects attributable to short-term and extraordinary events) of such Person’s consolidated annual revenues Acquired Entity (or, in the last completed fiscal year event that such Acquired Entity is not a separate Person, the consolidated revenue attributable to the assets and liabilities used in connection with the Restricted Activities constituted less than 20% of the consolidated revenue (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such PersonAcquisition Transaction); (ivh) exercising its rights acquiring, holding or complying owning any non-convertible and non-exchangeable debt securities of any Person or advancing, acquiring, holding or owning (as lender) any other form of non-convertible and non-exchangeable loan with its obligations under this Agreement or any Person in the ordinary course of the Ancillary Agreementsbusiness; or (vi) owning and operating owning, directly or indirectly, any debt or equity securities or other interests in Castle 2003-1 Trust or Castle 2003-2 Trust or receiving the Carrier Assets and engaging in the Retained Businesses (including, for services contemplated by Castle 2003-1 Trust or Castle 2003-2 Trust. 13.4 For the avoidance of doubt, owning and operating the Specified Retained Businessesrestrictions in clause 13.2 shall not apply to any Person which is not (or has ceased to be) as conducted as a member of the date of this Agreement and as Retained Group at the relevant time. 13.5 In consideration of the Closing Datemutual covenants and conditions contained in this Agreement, and reasonable extensions thereof. The parties understand and acknowledge that immaterial, de minimis or inadvertent violations each of this Section 5.14 by the Parent and its Subsidiaries shall not be deemed a breach of this Section 5.14. the Purchaser hereby acknowledges and agrees that (a) the Purchaser has required the Parent acknowledges that to make the agreements covenants set forth in this Section 5.14 impose clause 13 as a reasonable restraint in light condition to each of the activities Purchaser’s obligations under this Agreement, (b) the Parent’s covenants in this clause 13 are reasonable with respect to their duration, geographical area and scope and necessary to protect and preserve the goodwill and business of the Company Group to be acquired by the Purchaser pursuant to this Agreement, and (c) the business, the value of the operating assets and goodwill of the Company Group acquired by the Purchaser would be irreparably damaged if the Parent were to breach the covenants set forth in this clause 13. 13.6 Furthermore, each of the Parent and its Subsidiaries on the date of this Agreement Purchaser hereby agrees and acknowledges that, if the current business of Purchaser, Parent and their respective Affiliates. Notwithstanding or the foregoing Seller breaches or any other provision of this Agreement (including, for the avoidance of doubt, Section 11.8, which is not intended threatens to and does not expand the scope of this Section 5.14), this Section 5.14 shall not restrain or prohibit any activities, actions or conduct of any Person that is not directly or indirectly controlled by Parent, including any joint ventures, partnerships or co-investment vehicles that neither Parent nor breach any of its direct the covenants contained in this clause 13, the damage or indirect Subsidiaries controlsimminent damage to the business, the value of the operating assets and goodwill of the Company Group would be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, in addition to any damages or other remedy available under applicable law, the Purchaser shall be entitled to injunctive relief from a court of competent jurisdiction against the Parent for any breach or threatened breach of the covenants set forth in this clause 13.

Non-Solicitation/Non-Compete. (a) For a period As an inducement for the Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement, ULHL shall not, and shall cause each other Affiliate of two such stockholder not to, at any time prior to the three (23) years from year anniversary of the Closing Date, Parent and its Subsidiaries shall not directly or indirectly indirectly, solicit, induce or attempt to solicit for employment, hire, employ or engage induce the employment or services (whether as an employee, consultant consultant, independent contractor or otherwise) of, or hire, engage or attempt to hire or engage in any capacity (whether as an employee, consultant, independent contractor or otherwise), in each case, any Transferred Business Employee with a gross annual base salary equal employee or independent contractor of any of the ULHL Subsidiaries or the Buyer as of Closing or seek to persuade any such employee or any such independent contractor to discontinue or adversely alter his or her employment or engagement, in excess each case without the Buyer’s prior written consent. For purposes of $150,000; providedthis Section 7.08(a), that the foregoing terms “solicit the employment or services” shall not restrict any be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or public solicitations otherwise which are not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) or any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation more than three (3) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiariespersons. (b) For As an inducement for the Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement and the ancillary agreements, for a period of two three (23) years from the Closing Date, without the prior written consent of PurchaserBuyer, Parent ULHL shall not, and shall cause each other Affiliate of ULHL not to, cause or encourage any of its Subsidiaries agree not to engagerespective representatives to, engage in any Business Territory, in any access solutions business, as conducted or contemplated in written plans pursuant to which associated research and development expenses have been incurred, in each case, as the line of each business of the date hereof and immediately prior to ULHL Subsidiaries in the Closing by Parent and its Subsidiaries, consisting of (a) the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings or rooms, (ii) electronic lockboxes, (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics United States (such business, a “Competing Business”) provided, that, ); provided that nothing in this Agreement shall restrict Parent or its Subsidiaries ULHL at any time from: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen percent (15%) owning 10% or less of the outstanding voting stock or other voting securities of such Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person (a “De Minimis Investment”); (ii) investing in any fund in which Parent and its Subsidiaries have no discretion with respect to the investment strategy of such fund; (iii) acquiring or investing in, and, after such acquisition or investment, owning an interest in any Person (or its successor) that is engaged in a Competing Business, other than provided that (A) ULHL does not have the right to appoint any member of the Board of Directors or similar governing body of such Competing Business, (B) the ULHL does not control, and is not a De Minimis Investmentmember of a group that controls, such Competing Business, and (C) the ULHL does not have information rights with respect to the Competing Business that are not available to all holders of such securities or stock; or (ii) acquiring and, after such acquisition, owning any interest in a Person that is engaged in a Competing Business and operating such Competing Business if such Competing Business generated less than fifteen percent (15%) 20% of such Person’s consolidated annual revenues in the last completed fiscal year of such Person;. (ivc) exercising its rights If, at the time of enforcement of this Section 7.08 a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or complying with its obligations geographical area reasonable under this Agreement or any of the Ancillary Agreements; or (v) owning and operating the Carrier Assets and engaging in the Retained Businesses (including, such circumstances shall be substituted for the avoidance stated period, scope or area and that the court of doubtcompetent jurisdiction shall be allowed to revise the restrictions contained herein to cover the maximum period, owning scope and operating the Specified Retained Businesses) as conducted as of the date of this Agreement and as of the Closing Date, and reasonable extensions thereofarea permitted by Law. The parties understand and acknowledge agree that immaterial, de minimis or inadvertent violations of this Section 5.14 by Parent and its Subsidiaries shall not be deemed they would suffer irreparable harm from a breach of this Section 5.147.08 by the other party or its representatives and that money damages would not be an adequate remedy for any such breach of this Agreement. Parent Therefore, in the event of a breach or threatened breach of this Agreement, the parties and their successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by the parties or their representatives of this Section 7.08, the applicable period of restriction pertaining to such breach or violation shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured. Each party (on behalf of itself and its Representatives) acknowledges that the agreements restrictions contained in this Section 5.14 7.08 are reasonable. (d) Each party acknowledges (on behalf of itself and its representatives) that (i) the enforcement of any covenants set forth in this Section 7.08 against the other party or its representatives would not impose a reasonable restraint in light any undue burden upon such party or its representatives and (ii) none of the activities and business of Parent and its Subsidiaries on the date of this Agreement and the current business of Purchaser, Parent and their respective Affiliates. Notwithstanding the foregoing or any other provision of this Agreement (including, for the avoidance of doubt, Section 11.8, which is not intended to and does not expand the scope of covenants set forth in this Section 5.14), this Section 5.14 shall not restrain 7.08 are unreasonable as to duration or prohibit any activities, actions or conduct of any Person that is not directly or indirectly controlled by Parent, including any joint ventures, partnerships or co-investment vehicles that neither Parent nor any of its direct or indirect Subsidiaries controlsscope.

Non-Solicitation/Non-Compete. (a) For During Executive’s employment with Employer and for a period of two (2) years thereafter, whatever the reason for Executive’s termination or separation of employment from the Closing DateEmployer, Parent and its Subsidiaries unless Executive receives Employer’s advance written waiver, Executive shall not not, either directly or indirectly solicit for employmentindirectly, hire, employ either on his or engage (whether as an employee, consultant her own behalf or otherwise), any Transferred Business Employee with a gross annual base salary equal to or in excess on behalf of $150,000; provided, that the foregoing shall not restrict any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) or any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation more than three (3) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries. (b) For a period of two (2) years from the Closing Date, without the prior written consent of Purchaser, Parent and its Subsidiaries agree not to engage, in any Business Territory, in any access solutions another business, as conducted engage in or contemplated assist others in written plans pursuant to which associated research and development expenses have been incurred, in each case, as of each of the date hereof and immediately prior to the Closing by Parent and its Subsidiaries, consisting of (a) the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings or rooms, (ii) electronic lockboxes, (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics (such business, a “Competing Business”) provided, that, nothing in this Agreement shall restrict Parent or its Subsidiaries at any time fromfollowing activities: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen percent (15%) or less of the outstanding securities of such Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate a majoritySoliciting, hiring, recruiting, or such higher amount constituting a controlling numberattempting to recruit, for any business competing with Employer or its affiliates, any person employed or contracted with by Employer or its affiliates at any time during the twelve (12) months immediately prior to Executive’s termination or separation of the members of the board of directors (or similar governing body) of such Person (a “De Minimis Investment”)employment from Employer, and with whom Executive had contact during his employment with Employer; (ii) investing in Soliciting or accepting, for any fund in business which Parent competes with Beeline, any business from any Beeline Client(s), for which services were provided or actively solicited by Beeline during the twelve (12) months immediately prior to Executive’s termination or separation of employment from Employer. For purposes of this provision, “Beeline Client(s)” are defined as those persons, businesses, governmental agencies and its Subsidiaries have no discretion nonprofit organizations either currently doing business with respect Beeline at the time of the separation or termination of Executive’s employment from Employer or to which Beeline provided or actively solicited services during the twelve (12) months immediately prior to the investment strategy separation or termination of such fundExecutive’s employment from Employer; (iii) acquiring or investing Entering into, engaging in, andbeing employed by, after such acquisition being connected to, consulting or investmentrendering services for, owning any business which competes with, or is similar to, Beeline’s business, or business known to Executive as planned to be conducted by Beeline at the time of Executive’s termination or separation from employment with Employer. The non-compete restriction in this subsection shall apply throughout the United States; provided, however, if Employee is assigned a particular smaller geographic territory capable of measurement, and Employee works in that territory for at least 180 consecutive days prior to Employee’s termination or separation of employment from Employer, then the geographic restriction in this subsection shall apply to the lesser of the United States or the last precise territory in which Employee worked for at least 180 consecutive days. This Subsection 6.A.(iii) shall not restrict Executive from beneficial ownership representing an interest in any Person (or its successor) that is engaged in a Competing Business, other than a De Minimis Investment, and operating such Competing Business if such Competing Business generated of less than fifteen percent five (155%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; (iv) exercising its rights or complying with its obligations under this Agreement or any percent of the Ancillary Agreements; or (v) owning and operating the Carrier Assets and engaging in the Retained Businesses (including, for the avoidance outstanding shares or other securities of doubt, owning and operating the Specified Retained Businesses) as conducted as of the date of this Agreement and as of the Closing Date, and reasonable extensions thereof. The parties understand and acknowledge that immaterial, de minimis a company traded on a recognized national or inadvertent violations of this Section 5.14 by Parent and its Subsidiaries shall not be deemed a breach of this Section 5.14. Parent acknowledges that the agreements in this Section 5.14 impose a reasonable restraint in light of the activities and business of Parent and its Subsidiaries on the date of this Agreement and the current business of Purchaser, Parent and their respective Affiliates. Notwithstanding the foregoing or any other provision of this Agreement (including, for the avoidance of doubt, Section 11.8, which is not intended to and does not expand the scope of this Section 5.14), this Section 5.14 shall not restrain or prohibit any activities, actions or conduct of any Person that is not directly or indirectly controlled by Parent, including any joint ventures, partnerships or co-investment vehicles that neither Parent nor any of its direct or indirect Subsidiaries controlsinternational stock exchange.

Non-Solicitation/Non-Compete. (a) For a period of two (2) years from the Closing Date, none of Parent and or its Subsidiaries shall not directly or indirectly solicit for employment, hire, employ or engage employment (whether as an employee, consultant or otherwise), ) or hire any Transferred Business Employee with a gross annual base salary equal to (other than any administrative, clerical or in excess of $150,000similar staff); provided, that the foregoing shall not restrict (x) any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) (but shall restrict any hiring of any Business Employee in response thereto) or (y) any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation or is terminated by Purchaser or the Transferred Entities more than three six (36) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries; provided, however, that if a Business Employee requests that Purchaser waive the restrictions set forth in this Section 5.15(a) with respect to that Business Employee, Purchaser shall consider such request in good faith. (b) For a period of two three (23) years from the Closing Date, without the prior written consent of Purchaser, Parent and its Subsidiaries agree not to engage, directly or indirectly engage in or own any interest in any business that competes with the Business Territory, in any access solutions business, as conducted or contemplated in written plans pursuant to which associated research and development expenses have been incurred, in each case, as of each of the date hereof and immediately prior to the Closing by Parent and its Subsidiaries, consisting of (a) the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings or rooms, (ii) electronic lockboxes, (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics (such business, a “Competing Business”) ); provided, that, that nothing in this Agreement shall restrict Parent or its Subsidiaries at any time from: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen owning five percent (155%) or less of the outstanding stock or other securities of such any publicly traded Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person (a “De Minimis Investment”); (ii) investing in any fund in which Parent and its Subsidiaries have no discretion with respect to the investment strategy of such fund; (iiiii) acquiring or investing in, and, after such acquisition or investmentacquisition, owning an any interest in any a Person (or its successor) that is engaged in a Competing Business, other than a De Minimis Investment, Business and operating such Competing Business if (A) such Competing Business generated less than fifteen twenty-five percent (1525%) or less of such Person’s consolidated annual revenues in the last completed fiscal year of such PersonPerson and (B) Parent or its applicable Subsidiary uses its reasonable best efforts to enter into a binding agreement to divest the Competing Business or otherwise cause the Competing Business to cease operations within six (6) months after the consummation of such acquisition and in any case within twelve (12) months after the consummation of such acquisition (irrespective of whether or not the end of the three-year non-competition period would occur within the twelve (12) months after the consummation of such acquisition); (iviii) exercising its rights or complying with its express obligations under this Agreement or any of the Ancillary Agreements; or (viv) owning and operating the Carrier Assets and engaging in the Retained Businesses (including, for the avoidance of doubt, owning and operating the Specified Retained Businesses) as conducted as of the date of this Agreement and as of the Closing Date, and reasonable extensions thereof. The parties understand and acknowledge that immaterial, de minimis or inadvertent violations of this Section 5.14 by Parent and its Subsidiaries shall not be deemed a breach of this Section 5.14. Parent acknowledges that the agreements in this Section 5.14 impose a reasonable restraint in light any of the activities and business set forth on Section 5.15(b) of Parent and its Subsidiaries on the date of this Agreement and the current business of Purchaser, Parent and their respective AffiliatesSeller Disclosure Schedule. Notwithstanding the foregoing or any other provision of this Agreement (including, for the avoidance of doubt, Section 11.8, which is not intended to and does not expand the scope of this Section 5.14)foregoing, this Section 5.14 5.15 shall not restrain or prohibit any activities, actions or conduct the consummation of any Person transaction or series of related transactions that is not directly results in a Change of Control of Parent or indirectly controlled a majority of the assets of the Parent Group, provided that none of the assets of the Parent Group as of immediately before such Change of Control shall be used in connection with any Competing Business for the period contemplated by Parent, including this Section 5.15. (c) Parent recognizes and affirms that in the event of breach by any joint ventures, partnerships Parent or co-investment vehicles that neither Parent nor its Affiliates of any of the provisions of this Section 5.15, money damages would be inadequate and Purchaser would not have an adequate remedy at law. Accordingly, Parent agrees that Purchaser shall have the right, in addition to any other rights and remedies existing in its direct favor, to enforce its rights and Parent’s obligations under this Section 5.15 not only by an action or indirect Subsidiaries controlsactions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 5.15. Parent agrees that Purchaser would not be required to post a bond in order for it to seek or secure an injunction for Parent’s breach of this Section 5.15. (d) If at any time any of the provisions of this Section 5.15 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area or scope of activity, or otherwise, then this Section 5.15 shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and Parent and Purchaser expressly agree that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Without limiting the foregoing, if the length of the period of non-competition under Section 5.15(b) is determined to be unacceptable under applicable Law, such period shall be modified as determined by a court or other agency of competent jurisdiction or statute, as applicable, to be of the maximum length permitted under applicable Law.

Non-Solicitation/Non-Compete. (a) For a period of two (2) years 24 months from the Closing Date, Parent and its Subsidiaries shall not not, without the prior consent of Purchaser Parent, directly or indirectly indirectly, solicit for employment, hire, employ employment or engage hire (whether as an employee, consultant or otherwise) (i) any Business Employee set forth on Section 5.15(a) of the Seller Disclosure Schedule (each of the Persons described in this clause (i), any Transferred Business Employee with a gross annual base salary equal to “Covered Executive”) or (ii) the direct reports of such Covered Executives (each of the Persons described in excess of $150,000this clause (ii), a “Covered Employee”); provided, provided that the foregoing Parent and its Subsidiaries shall not restrict be precluded from (A) engaging in any general advertisement, public solicitation for employment, or public solicitations similar generalized message (whether through placement agencies of otherwise and whether in print, digital media or otherwise) not specifically targeted at employees of the Business Covered Executives or Covered Employees and soliciting or hiring any Covered Employee who responds to such general advertisement, public solicitation for employment or similar generalized message or (including searches by B) soliciting or hiring, or taking any bona fide search firm that is not directed to solicit such employees) or any solicitations, hiring or other actions action with respect to any such Person Covered Employee whose employment is with the Transferred Entities was (1) terminated due by the Transferred Entities prior to commencement of employment discussions between Parent or its applicable Subsidiary and such Person’s voluntary Covered Employee, or (2) terminated voluntarily by the resignation of such Covered Employee more than three (3) months prior to the commencement of employment discussions between Parent or its applicable Subsidiary (or any of their officers, directors or employees) and such Person and Parent and its SubsidiariesPerson. (b) For a period of two (2) years 36 months from the Closing Date, without the prior written consent of Purchaser, Parent and its Subsidiaries agree not to engageshall not, in any Business Territorywithout the prior consent of Purchaser Parent, in any access solutions businessdirectly or indirectly, as conducted or contemplated in written plans pursuant to which associated research and development expenses have been incurred, in each case, as of each of the date hereof and immediately prior to the Closing by Parent and its Subsidiaries, consisting of (a) the design, engineering, sourcing, sale, installation, servicing and maintenance of any hardware, digital solution, cloud operations and services, system or device for commercial and residential buildings providing for (i) entry into and egress from buildings or rooms, (ii) electronic lockboxes, (iii) central station automation software, (iv) video monitoring for security purposes, (v) monitoring for fire detection purposes, (vi) physical and perimeter security and control of any type and (vii) fire notification alarms and (b) digital real estate brokerage scheduling and showing services and the design and sale of digital real estate brokerage analytics (such business, a “Competing Business”) provided, that, nothing in this Agreement shall restrict Parent or its Subsidiaries at any time from: (i) any investment in any Person in which Parent and its Subsidiaries collectively own fifteen percent (15%) or less of the outstanding securities of such Person to the extent such Equity Interests or aggregate investment do not give Parent and its Subsidiaries the right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person (a “De Minimis Investment”); (ii) investing in any fund in which Parent and its Subsidiaries have no discretion with respect to the investment strategy of such fund; (iii) acquiring or investing in, and, after such acquisition or investment, owning an interest in any Person (or its successor) that is engaged engage in a Competing Business, other than a De Minimis Investment, and operating such Competing Business if such Competing in any jurisdiction where the Business generated less than fifteen percent (15%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; (iv) exercising its rights or complying with its obligations under this Agreement or any of the Ancillary Agreements; or (v) owning and operating the Carrier Assets and engaging in the Retained Businesses (including, for the avoidance of doubt, owning and operating the Specified Retained Businesses) as conducted operates as of the date of this Agreement and as of or the Closing Date, and reasonable extensions thereof. The parties understand and acknowledge that immaterial, de minimis or inadvertent violations of this Section 5.14 by Parent and its Subsidiaries shall not be deemed a breach of this Section 5.14. Parent acknowledges that the agreements in this Section 5.14 impose a reasonable restraint in light of the activities and business of Parent and its Subsidiaries on the date of this Agreement and the current business of Purchaser, Parent and their respective Affiliates. Notwithstanding the foregoing foregoing, nothing in this Agreement shall prevent or preclude Parent or any other provision of this Agreement its Subsidiaries from (includingi) acquiring or holding, for directly or indirectly, passive ownership of up to 5% of the avoidance of doubt, Section 11.8, which is not intended to and does not expand the scope of this Section 5.14), this Section 5.14 shall not restrain aggregate outstanding indebtedness or prohibit any activities, actions or conduct equity securities of any publicly traded Person engaged in a Competing Business; (ii) acquiring or investing in any Person engaged in a Competing Business; provided that is not directly (A) such Person’s Competing Business accounts for less than 10% of the consolidated annual revenues of such Person during the fiscal year prior to such acquisition or indirectly controlled by Parent, including any joint ventures, partnerships or co-investment vehicles that being made and (B) neither Parent nor any of its direct Subsidiaries participates in or indirect directly influences the management decisions of such Person or otherwise assists such Persons in an advisory role, in each case, with respect to the Competing Business; or (iii) acquiring or investing in any Person engaged in a Competing Business that accounts for more than 10% of the consolidated annual revenues of such Person during the fiscal year prior to such acquisition or investment being made; provided that Parent enters into a binding agreement to divest to an unaffiliated third party that portion of the business of such Person that conducts the Competing Business within 12 months of acquiring or investing in such Person. Notwithstanding anything in this Section 5.15(b) to the contrary, neither Parent nor any of its Subsidiaries controlsshall be prevented, precluded, restricted or otherwise limited from continuing to engage, directly or indirectly, in any Retained Business, including (X) with respect to the Card Services Business, any reasonable extension or development thereof which is in connection with credit, financing or other payment products, platforms or services or the issuance of credit cards, or (Y) with respect to the Loyalty One Business, any reasonable extension or development thereof which is in connection with (1) coalition, loyalty or reward programs or services or (2) the provision of products or services directly to or primarily related to end-user consumers.