Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participant’s Service Employee agrees and for two years after acknowledges that, during the termination of Participant’s Service for any reason whatsoeverRestrictive Period, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant he/she will not, directly or indirectly, in one or a series of transactions, as an individual or as a partner, joint venturer, employee, agent, salesperson, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity: (i) solicit or induce any Service Provider Customer or Prospective Customer of the Company to carry out patronize or do business with any other company (or business) that is in the Business conducted by the Company in any market in which the Company does Business; or (ii) request or advise any Customer or vendor, or any Prospective Customer or prospective vendor, of the Company, who was a Customer, Prospective Customer, vendor or prospective vendor within one year immediately preceding the termination of the Employee’s employment with the Company, to withdraw, curtail, cancel or refrain from doing Business with the Company in any capacity; or (iii) recruit, solicit or otherwise induce any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, Customer, agent, representative or any other person which has a business relationship with the Company or any Affiliated Entity to discontinue, reduce or detrimentally modify such activityemployment, agency or business relationship with the Company; or (iv) employ or solicit for employment any person or agent who is then (or was at any time within twelve (12) months prior to the date Employee or such entity seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, to the extent the Employee works for a larger firm or corporation after his termination from the Company and he or she does not have any personal knowledge and/or control over the solicitation of or the employment of a Company employee or agent, then this provision shall not be enforceable.

Non-Solicitation. During Participantthe Restricted Period, the Executive shall not, without the Company’s Service and for two years after prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), any employee, agent or any independent contractor who provides significant services to the Business thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who provides significant services to the Business who has left the employment or other service of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) within the one-year period which follows the termination of Participantsuch employee’s Service or independent contractor’s employment or other service with the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, however, that the foregoing shall not be violated by general advertising not targeted at employees of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) nor by serving as a reference upon request. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any reason whatsoeverother person, Participant shall not: firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its subsidiaries’ relationship (ior the relationship of any other entity directly or indirectly controlled by such entities) solicitwith, induce or attempt endeavor to solicit entice away from the Company or induce any employeeof its subsidiaries (or any other entity directly or indirectly controlled by such entities) for a competing business, consultantany person who during the Term is or was a customer, client, tenant, supplier, licensee, agent, or independent contractor of the Company or any of its subsidiaries (eachor any other entity directly or indirectly controlled by such entities), a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with provided, the Company, or in any way interfere adversely with parties hereto agree that the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets performance of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay duties for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any another entity that is are typically performed by a prospective acquisition candidate senior executive officer shall not be considered to be “solicitation” of customers or clients under this Section 6(c), provided that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose performance of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by duties do not violate any of the other provisions of this Agreement if such activity were carried out by Participant. In particularagreement including, Participant will notwithout limitation, directly or indirectly, induce any Service Provider of the Company to carry out any such activityrestrictions set forth in Section 6.1(a).

Non-Solicitation. During Participant’s Service the Employment Period and for during the two years after the year period immediately following termination of Participant’s Service for any reason whatsoeverthe Employment Period (the “Restricted Period”), Participant Executive shall not: , directly or indirectly: (iA) solicithire, induce solicit for hiring or attempt to solicit or induce assist in any employee, consultant, way in the hiring of any employee or independent contractor of the Company (eachor any of its Affiliates, a “Service Provider”) to leave or induce or otherwise attempt to influence any employee or independent contractor to terminate or diminish such Service Provider’s employment or contractor relationship with or to become employed by any other radio broadcasting station or any other entity engaged in the Companyradio business, the television business or in any way interfere adversely other business in which the Company or any of its Affiliates is engaged (which, for the avoidance of doubt, includes without limitation the business of providing clients with advertising opportunities through billboards, street furniture displays, transit displays and other out-of-home advertising displays, such as wallscapes, spectaculars and mall displays (the relationship between any such Service Provider and the Company; “Outdoor Business”)), or (iiB) solicit, induce or attempt to solicit or induce encourage any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets customer of the Company or any of its Affiliates to any third person, firmterminate or diminish its relationship with them, or entity; (iii) employ, seek to persuade any such customer or otherwise pay for services rendered by, any Service Provider in prospective customer to conduct with anyone else any business enterprise with or activity which Participant may be associated, connected such customer or affiliated; (iv) call upon, induce prospective customer conducts or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition could conduct with the Company or to induce any such person to cease or refrain from doing business with the Companyof its Affiliates. For purposes of this Agreement, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by an “employee” of the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of its Affiliates is any person who was such at any time within the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider preceding two years; a “customer” of the Company to carry out or any such activityof its Affiliates is any person or entity who is or has been a customer at any time within the preceding two years; and a “prospective customer” is any person or entity whose business has been solicited on behalf of the Company or any of its Affiliates at any time within the preceding two years, other than by form letter, blanket mailing or published advertisement.

Non-Solicitation. During Participant’s Service the period Employee is performing services for the Employer and for two years after a period of one (1) year following the termination of Participantthe Employee’s Service services for the Employer for any reason whatsoeverreason, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with Employee agrees that the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant Employee will not, directly or indirectly, for the Employee’s benefit or for the benefit of any other person, firm or entity, do any of the following: (i) solicit or attempt to solicit from any customer that Employee serviced or learned of while in the employ of the Employer (“Customer”), or any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve months prior to such Employee’s termination (“Potential Customer”), business of a similar nature or related to the business of the Employer; (ii) accept any business from, or perform any work or services for, any Customer or Potential Customer, which business, work or services is similar to the business of the Employer; (iii) cause or induce or attempt to cause or induce any Service Provider Customer, Potential Customer, licensor, supplier or vendor of the Company Employer to carry out reduce or sever its affiliation with the Employer; (iv) solicit the employment or services of, or hire or engage, or assist anyone else to hire or engage, any person who was known to be employed or engaged by or was a known employee of or consultant to the Employer upon the termination of the Employee’s services to the Employer, or within twelve months prior thereto; or (v) otherwise interfere with the business or accounts of the Employer. For purposes hereof, “solicitation” shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or requesting such activityCustomer, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.

Non-Solicitation. During Participant’s Service the period the Employee is performing services for the Employer and for two years after a period of one (1) year following the termination of Participantthe Employee’s Service services for the Employer for any reason whatsoeverreason, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with Employee agrees that the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant Employee will not, directly or indirectly, for the Employee’s benefit or for the benefit of any other person, firm or entity, do any of the following: (i) solicit or attempt to solicit from any customer that the Employee serviced or learned of while in the employ of the Employer (“Customer”), or any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve (12) months prior to such Employee’s termination (“Potential Customer”), business of a similar nature or related to the business of the Employer; (ii) accept any business from, or perform any work or services for, any Customer or Potential Customer, which business, work or services is similar to the business of the Employer; (iii) cause or induce or attempt to cause or induce any Service Provider Customer, Potential Customer, licensor, supplier or vendor of the Company Employer to carry out reduce or sever its affiliation with the Employer; (iv) solicit the employment or services of, or hire or engage, or assist anyone else to hire or engage, any person who was known to be employed or engaged by or was a known employee of or consultant to the Employer upon the termination of the Employee’s services to the Employer, or within twelve (12) months prior thereto; or (v) otherwise interfere with the business or accounts of the Employer. For purposes hereof, “solicitation” shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or requesting such activityCustomer, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.

Non-Solicitation. During Participant’s Service and the Non-Competition Period Employee agrees not to, in any capacity (including as owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly, indirectly or through affiliates, for two years after its or his own account or for the termination benefit of Participant’s Service any person or entity: a. Solicit, contract, engage, retain, divert, induce (or attempt to induce) or accept business from or otherwise take away or interfere with any customer of any TransCore Entity or any prospective customer of any TransCore Entity with which any TransCore Entity has had a substantial business contact during the Non-Competition Period for the purpose of providing the same or similar services or goods as that of any reason whatsoeverTransCore Entity; and/or b. Solicit, Participant shall not:divert or induce (or attempt to induce) any of the employees of any TransCore Entity to leave or to work for Employee or any person or entity with which Employee is connected or otherwise hire, engage, employ or retain any such employee(s). (i) solicit, induce Induce (or attempt to solicit or induce induce) any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) consultants of any TransCore Entity to leave terminate or otherwise terminate modify adversely their respective relationships with such Service Provider’s relationship with the Company, TransCore Entity or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, divert or induce (or attempt to solicit induce) any of such consultants to work, consult and/or otherwise perform services for Employee (or induce any Service Provider to work for, render services to, provide advice to, person or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise entity with which Participant may be associated, connected or affiliated; (ivEmployee is connected) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting supporting Employee (or selling products such person or entity with which Employee is connected) in the provision of the same or similar services as provided by any TransCore Entity. Notwithstanding the foregoing, nothing herein shall preclude Employee from pursuing opportunities with another senior officer of any TransCore Entity in direct competition the event (i) Employee is terminated pursuant to Section 4(a)(iv) or Employee terminates his or her employment pursuant to Sections 4(a)(iv) or 4(a)(v) and (ii) such other senior officer is terminated without cause or terminates his employment as the result of a "change of control" (where equivalent or superior employment is not offered to such senior officer) or "constructive termination" pursuant to the terms of such senior officer's employment agreement with the Company (a "Terminated Officer Employment Agreement") or to induce any such person to cease senior officer terminates his or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is her employment following a prospective acquisition candidate that Participant knows or has reason to know was called upon breach by the Company or applicable TransCore Entity, as the case may be, of the terms of such senior officer's Terminated Officer Employment Agreement for which the Company made an acquisition analysis any opportunity for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activitycure has expired.

Non-Solicitation. During ParticipantAs an essential ingredient and in consideration of the Executive’s Service employment by the Company and the Executive’s opportunity to participate in the Company’s 2014 Equity Incentive Plan or another equity incentive plan maintained by the Company, the Executive shall not, during the Executive’s employment with the Company or any of its subsidiaries and for two years a period of one (1) year after the termination of Participantthe Executive’s Service employment with the Company (and its subsidiaries) for any reason whatsoever(the “Restrictive Period”) and regardless of when such termination of employment occurs, Participant shall not: do any of the following (the “Restrictive Covenant”): directly or indirectly, for the Executive or any bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”): (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor officer of the Company (eachor any of its subsidiaries, a “Service Provider”) or any employee who previously reported to the Executive, to leave the employ of the Company or otherwise terminate such Service Provider’s relationship with the Company, or any of its subsidiaries; (ii) in any way interfere adversely with the relationship between the Company or any of its subsidiaries and any such Service Provider and the Company; (ii) solicit, induce officer or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; employee; (iii) employ, or otherwise pay for services rendered byengage as an employee, independent contractor or otherwise, any Service Provider in any business enterprise with which Participant may be associated, connected such officer or affiliated; employee; or (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor licensee or other business relation of the Company for the purpose or any of soliciting or selling products or services in direct competition its subsidiaries to cease doing business with the Company or to induce any such person to cease or refrain from doing business with the Company, of its subsidiaries or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which any of its subsidiaries and any of their respective customers, suppliers, licensees or business relations where the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicitExecutive had personal contact with, or encourage has accessed Confidential Information in the preceding twelve (12) months with respect to, such customers, suppliers, licensees or business relations. Notwithstanding the foregoing, any other person, directly or indirectly, in carrying out any activity set forth above that would party identified on Schedule A hereto shall be prohibited by any excluded from the scope of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityRestrictive Covenant.

Non-Solicitation. During Participant’s Service In further consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and for two years after 4 of this Agreement) and other obligations undertaken by the termination of Participant’s Service for any reason whatsoeverCompany hereunder, Participant Executive agrees that during his employment and the Post-Employment Period, he shall not: , directly or indirectly: (ia) solicit, induce encourage or attempt to solicit or induce encourage any employeeof the employees, consultantagents, consultants or independent contractor representatives of the Company (eachor any of its affiliates to terminate his, a “Service Provider”) to leave her, or otherwise terminate such Service Provider’s its relationship with the Company, Company or in any way interfere adversely with the relationship between any such Service Provider and the Company; affiliate; (iib) solicit, induce encourage or attempt to solicit or induce encourage any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the employees of the Company or any of its affiliates to become employees or consultants of any third person, firm, other person or entity; ; (iiic) employsolicit, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce encourage or attempt to induce solicit or encourage any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the consultants of the Company or any of its affiliates to become employees or consultants of any other person or entity, provided that the restriction in this clause (c) shall not apply if (i) such solicitation, encouragement or attempt to solicit or encourage is in connection with a business which is not a Competing Business and (ii) the consultant’s rendering of services for the purpose other person or entity will not interfere with the consultant’s rendering of soliciting services to the Company; (d) solicit or selling products attempt to solicit any customer, vendor or services distributor of the Company or any of its affiliates with respect to any product or service being furnished, made, sold or leased by the Company or such affiliate, provided that the restriction in direct competition this clause (d) shall not apply if such solicitation or attempt to solicit is (i) in connection with a business which is not a Competing Business and (ii) does not interfere with, or conflict with, the interests of the Company or any of its affiliates; or (e) persuade or seek to persuade any customer of the Company or any affiliate to cease to do business or to reduce the amount of business which any customer has customarily done or contemplates doing with the Company or to induce any such person to cease affiliate, whether or refrain from doing not the relationship between the Company or its affiliate and such customer was originally established in whole or in part through Executive’s efforts. For purposes of this Section 5.3 only, the terms “customer,” “vendor” and “distributor” shall mean a customer, vendor or distributor who has done business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of its affiliates within twelve months preceding the provisions termination of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityExecutive’s employment.

Non-Solicitation. During Participant’s Service the Restricted Period, the Selling Stockholder and for two years after the termination its affiliates shall not directly or indirectly, either individually or acting in concert or as an advisor, representative, agent, employee, partner, shareholder, investor, lender, director, consultant or in any other capacity on behalf of Participant’s Service for any reason whatsoeverother Person, Participant shall not: (i) solicitwith respect to the Lines of Business, request, induce or attempt to solicit influence any distributor or induce supplier of goods or services to the Company or any employeeof its subsidiaries to curtail, consultantcancel or refrain from increasing the amount or type of business such distributor or supplier of goods or services is currently transacting, or independent contractor transacts during the Restricted Period, with the Company or its subsidiaries; (ii) solicit any customer of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship any of its subsidiaries with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of whom the Company to or any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, of its subsidiaries has had any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company dealings for the purpose of soliciting business to sell or selling products otherwise provide to such customer or services any other customer of the Company or any of its subsidiaries any product or service included in direct competition the Lines of Business, and in furtherance thereof, the Selling Stockholder, individually or as an advisor, representative, agent, employee, partner, shareholder, investor, lender, director, consultant or in any other capacity on behalf of any other Person, shall not attempt in any manner to solicit and/or otherwise persuade or induce any such customer of the Company or any of its subsidiaries to cease to do business, reduce the amount of business which any such customer has customarily done or contemplated doing or refrain from increasing the amount of business with the Company and its subsidiaries ; (iii) except for advertisements in generally available publications, solicit for employment any individual who is an employee, agent or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by representative of the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of its subsidiaries as of the provisions of this Agreement if such activity were carried out by Participant. In particulardate hereof or any time during the Restricted Period; or (iv) except for advertisements in generally available publications, Participant will not, directly influence or indirectly, induce attempt to influence any Service Provider employee of the Company or any of its subsidiaries to carry out any such activityterminate his or her employment.

Non-Solicitation. During Participant(i) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees that during the period of Executive’s Service and employment with the Company and, for two years a period of one (1) year after the termination of ParticipantExecutive’s Service employment for any reason whatsoever, Participant shall not: (i) solicit, induce by Executive or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (eachthe “Nonsolicit Period”), a “Service Provider”) to leave Executive will not, whether on Executive’s own behalf or otherwise terminate such Service Provider’s relationship with the Company, on behalf of or in conjunction with any way interfere adversely with the relationship between any such Service Provider and the Company; person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise (ii) solicit“Person”), induce directly or attempt to indirectly solicit or induce any Service Provider assist in soliciting to work forprovide products or services manufactured, render services tosold, provide advice to, supplied or supply Confidential Information or trade secrets of provided by the Company to any third person, firm, actual or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customerprospective client, vendor, supplier, licenseedrug manufacturer, licensor director, employee benefit plan or trust, or other party in any type of business relation of the Company for the purpose of soliciting or selling products or services in direct competition relationship with the Company or to induce encourage any such person Person to cease reduce, terminate or refrain from doing change the terms of business conducted with the Company, in each case: (A) with whom Executive had personal contact or dealings on behalf of the Company during the one (1) year period preceding Executive’s termination of employment; (B) with whom employees reporting directly to Executive or to Executive’s direct reports have had personal contact or dealings on behalf of the Company during the one (1) year immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct or indirect responsibility during the one (1) year immediately preceding Executive’s termination of employment. (ii) Executive agrees that during the Nonsolicit Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any way interfere with the then-existing Person, directly or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; indirectly (vA) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, solicit or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider employee of the Company to carry out leave the employment of the Company or any consultant of the Company to terminate his or her consultancy with the Company; or (B) hire any such activityemployee who was employed by the Company as of the date of Executive’s termination of employment with the Company or who left the employment of the Company coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.

Non-Solicitation. During Participant’s Service the period Employee is performing services for the Employer and for two years after a period of one (1) year following the termination of Participant’s Service the Employee's services for the Employer for any reason whatsoeverreason, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with Employee agrees that the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant Employee will not, directly or indirectly, for the Employee's benefit or for the benefit of any other person, firm or entity, do any of the following: (a) solicit or attempt to solicit from (i) any customer that Employee serviced or learned of while in the employ of the Employer ("Customer"), (ii) referral sources or prospective referral sources which are actively being sought by Employer at the time of Employee’s termination (a “Referral Source”), or (iii) any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve months prior to such Employee's termination ("Potential Customer"), business of a similar nature or related to the business of the Employer; (b) accept any business from, or perform any work or services for, any Customer, Referral Source or Potential Customer, which business, work or services is similar to the business of the Employer; (c) cause or induce or attempt to cause or induce any Service Provider Customer, Referral Source, Potential Customer, licensor, supplier or vendor of the Company Employer to carry out reduce or sever its affiliation with the Employer; (d) solicit the employment or services of, or hire or engage, or assist anyone else to hire or engage, any person who was known to be employed or engaged by or was a known employee of or consultant to the Employer upon the termination of the Employee's services to the Employer, or within twelve months prior thereto; or (e) otherwise interfere with the business or accounts of the Employer. For purposes hereof, "solicitation" shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or requesting such activityCustomer, Referral Source, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.

Non-Solicitation. During Participant(a) The Employee acknowledges and agrees that the Employee’s Service services to the Company are of a special, unique, extraordinary and intellectual character, and the Employee’s position with the Company places the Employee in a position of confidence and trust with the customers, suppliers and employees of the Company. (b) Accordingly, the Employee agrees that during the term of this Agreement and for two three (3) years after thereafter, the termination of Participant’s Service for any reason whatsoever, Participant Employee shall not, except on behalf of the Company or with the written consent of the Company, directly or indirectly, individually, or on behalf of any other person, firm, corporation or other entity: (i) solicit, induce or attempt to solicit solicit, aid or induce any employee(a) client or customer doing business or has traded or dealt with the Company regardless of the location of such customer with respect to any technologies, consultantservices, products, trade secret or any other matter in which the Company is actively conducting it’s business as of the date of the termination of this Agreement or within the one (1) year period prior to such termination, or independent contractor (b) prospective client or customer of the Company (eachwhom or which is a prospective client of the Company as of the date of the termination of this Agreement, a “Service Provider”) to leave seek services then provided by the Company from another person, firm, corporation or otherwise terminate such Service Provider’s relationship with the Company, other entity or assist or aid any other persons or entity in any way interfere adversely with the relationship between identifying or soliciting any such Service Provider and the Companyclient or customer or prospective client or customer or; (ii) solicit, induce attempt to solicit, employ or hire, or attempt to solicit employ or hire or assist anyone else to employ or hire, persuade, aid or induce any Service Provider to work forperson who is then or was an employee, render services torepresentative, provide advice toagent, independent contractor or supply Confidential Information or trade secrets employee of the Company to leave such employment or retention or to accept employment with or render services to or with any third other person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor corporation or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition entity unaffiliated with the Company or to induce hire or retain any such person to cease employee, representative or refrain from doing business with the Companyagent, or in take any way interfere with the then-existing action to materially assist or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage aid any other person, directly firm, corporation or indirectlyother entity in identifying, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly hiring or indirectly, induce any Service Provider of the Company to carry out soliciting any such activityemployee, representative or agent.

Non-Solicitation. During ParticipantFor the Restricted Period, such Executive will not (a) directly or indirectly solicit, induce or encourage any employee or independent contractor to terminate such employee’s Service employment or independent contractor’s service with the REIT or to cease rendering services to the REIT, and the Executive shall not initiate discussions with any such Person for two years after any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, (b) hire (on behalf of the Executive or any other Person) any employee or independent contractor who has left the employment or other service of the REIT (or any predecessor thereof) within one year of the termination of Participantsuch employee’s Service for or independent contractor’s employment or other service with the REIT or (c) directly or indirectly, on behalf of Executive or any reason whatsoeverother Person, Participant shall not: (i) solicit, induce or attempt to solicit or induce encourage any employee, consultant, or independent contractor of the Company (eachREIT’s customers, a “Service Provider”) clients, patrons, vendors or suppliers with whom the REIT provided products or services or conducted business within one year prior to leave the Executive’s termination of employment or otherwise terminate such Service Provider’s relationship service with the CompanyREIT or any actively sought prospective customer, client or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets patron of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company REIT for the purpose of soliciting providing such customer, client or selling patron or actively sought prospective customer, client or patron with products or services in direct competition competitive with those offered by the REIT during Executive’s employment with the Company REIT, or (ii) encourage any customer, client, patron, vendor or supplier for whom the REIT provided products or services or conducted business within one year prior to induce any such person to cease Executive’s date of termination of employment or refrain from doing business service with the CompanyREIT to reduce the level or amount of business such customer, client, patron, vendor or in any way interfere supplier conducts with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityREIT.

Non-Solicitation. During ParticipantFor the Restricted Period, such Executive will not (a) directly or indirectly solicit, induce or encourage any employee or independent contractor to terminate such employee’s Service or independent contractor’s employment with the REIT or to cease rendering services to the REIT, and the Executive shall not initiate discussions with any such Person for two years after any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, (b) hire (on behalf of the Executive or any other Person) any employee or independent contractor who has left the employment or other service of the REIT (or any predecessor thereof) within one year of the termination of Participantsuch employee’s Service for or independent contractor’s employment or other service with the REIT or (c) directly or indirectly, on behalf of Executive or any reason whatsoeverother Person, Participant shall not: (i) solicit, induce or attempt to solicit or induce encourage any employee, consultant, or independent contractor of the Company (eachREIT’s customers, a “Service Provider”) clients, patrons, vendors or suppliers with whom the REIT provided products or services or conducted business within one year prior to leave the Executive’s termination of employment or otherwise terminate such Service Provider’s relationship service with the CompanyREIT or any actively sought prospective customer, client or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets patron of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company REIT for the purpose of soliciting providing such customer, client or selling patron or actively sought prospective customer, client or patron with products or services in direct competition competitive with those offered by the REIT during Executive’s employment with the Company REIT, or (ii) encourage any customer, client, patron, vendor or supplier for whom the REIT provided products or services or conducted business within one year prior to induce any Executive’s date of termination of employment or service to reduce the level or amount of business such person to cease customer, client, patron, vendor or refrain from doing business supplier conducts with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by ParticipantREIT. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.​

Non-Solicitation. During Participant’s Service a. I agree that I will not, during the period of my employment and for two years after a period of twenty-four (24) months from the termination date I cease to be an employee of Participant’s Service the Company for any reason whatsoeverreason, Participant shall in any capacity, whether for compensation or not:, either directly or indirectly or alone or together with others (except in furtherance of my duties and obligations under this Agreement): (i) solicit, induce induce, persuade, entice, request, encourage or attempt to solicit influence any “customer” or induce any employee, consultant“prospective customer” (as each term is defined in Section 4(c)) to terminate its relationship or discussions with the Company or its affiliates, or independent contractor of the Company (each, a “Service Provider”) to leave sell or otherwise terminate such Service Provider’s relationship with the Company, attempt to sell Competitive Products and Services to any customer or in any way interfere adversely with the relationship between any such Service Provider and the Companypotential customer; (ii) solicit, induce induce, persuade, entice, request, encourage or attempt to solicit influence any of the Company’s vendors or induce any Service Provider suppliers to work for, render services to, provide advice toterminate its relationship or discussions with the Company or its affiliates, or supply Confidential Information or trade secrets otherwise attempt to do any competitive business with any of the Company to any third person, firm, Company’s vendors or entity;suppliers; or (iii) employsolicit, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce employ any current or potential customer, vendor, supplier, licensee, licensor or other business relation employee and/or independent sales distributor of the Company for the purpose of soliciting or selling products its affiliates to terminate his or services in direct competition with the Company her employment or to induce any such person to cease or refrain from doing business relationship with the Company, or hire or otherwise contract with any such person, in any way interfere with case to, for the then-existing benefit or potential business relationship between on behalf of another company, provided that the foregoing will not apply to (x) general advertising not targeted at any such current employees, so long as I am not personally involved in the recruitment of any such employees subsequent to such general advertisement or (y) my serving as a reference for any employee or consultant upon request. b. For purposes of this Section 4, a “customer” is defined as any person or entity that, as of the date I cease to be an employee of the Company for any reason, is a customer of the Company, or any person or entity that was a customer of the Company at any time during the twelve (12) months preceding the date that I cease to be an employee of the Company for any reason. For purposes of this Section 4, a “potential customer” is defined as any person or entity, vendoras of the date I cease to be an employee of the Company for any reason, supplier, licensee, licensor or other business relation and then being “actively solicited” (as defined below) by the Company; (v) call upon , or any person or entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon actively solicited by the Company or for which at any time during the Company made (12) months immediately preceding the date I cease to be an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider employee of the Company for any reason. For purposes of this Section 4(b), a person or entity shall be “actively solicited” if the Company or any of its affiliates is in the process of making or, during the twelve (12) months immediately preceding any date of determination hereunder, made, any presentation and/or solicitation (whether formal or informal) to carry out any the person or entity or otherwise attempted to secure the business of such activityperson or entity. c. I acknowledge that the Company and its affiliates are capable of providing services to individuals and entities within the United States and throughout the world. I agree that the restrictions on competition and solicitation contained in this Agreement shall be deemed to be a series of separate non-competition covenants and a series of separate non-solicitation covenants, in each case (i) for each month within the specified periods, (ii) for each state within the United States and each county within each such state, and (iii) each country in the world.

Non-Solicitation. During Participantthe Executive’s Service employment with the Company and for two years after the termination three (3) year period thereafter, the Executive agrees that the Executive will not, except in the furtherance of Participantthe Executive’s Service for duties hereunder, directly or indirectly, individually or on behalf of any reason whatsoeverother person, Participant shall not: firm, corporation or other entity, (i) solicit, induce or attempt to solicit aid or induce any employee, consultant, representative or independent contractor agent of the Company (each, a “Service Provider”) Group to leave such employment or otherwise terminate such Service Provider’s relationship retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the CompanyCompany Group or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in any way interfere adversely with the relationship between identifying, hiring or soliciting any such Service Provider and the Company; employee, representative or agent; (ii) solicit, induce or attempt to solicit aid or induce any Service Provider (a) client or customer doing business with the Company Group as of the date of the termination of the Executive’s employment or within the one (1) year period prior to work for, render services to, provide advice tosuch termination, or supply Confidential Information (b) prospective client or trade secrets customer of the Company Group whom or which is a prospective client of the Company Group as of the date of the termination of the Executive’s employment, to any third purchase goods or services then sold by the Company Group from another person, firm, corporation or entity; other entity or assist or aid any other persons or entity in identifying or soliciting any such client or customer or prospective client or customer or; (iii) employsolicit, aid or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current strategic vendor or potential customerany sales representative, vendor, supplier, licensee, licensor distributor or other business relation advisor of the Company for the purpose of soliciting or selling products Group to provide goods or services in direct competition with then provided to the Company Group to another person, firm, corporation or to induce other entity in the shipping industry or assist or aid any other persons or entity in the shipping industry in identifying or purchasing goods or services from such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, suppliersales representative, licenseedistributor or advisor. An employee, licensor representative or other business relation agent shall be deemed covered by this sub-section while so employed or retained and the Company; for one (v1) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityyear thereafter.

Non-Solicitation. (a) During Participant’s Service the period beginning on the Closing Date and for two years after ending on the termination of Participant’s Service for any reason whatsoever, Participant shall not: three (i3) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor year anniversary of the Company Closing Date (the “Restricted Period”), none of GES, SWOP and WSS (each, a “Service ProviderGES Company”), and collectively, the “GES Companies”), shall (and each shall cause its Affiliates not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the Company (or any of its Affiliates) to leave his or otherwise terminate such Service Provider’s relationship with the Companyher employment, or in any way interfere adversely with the relationship between the Company (or any of its Affiliates) and any such Service Provider and the Company; employee, (ii) solicit, induce or attempt to solicit or induce hire any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets person who was an employee of the Company (or any of its Affiliates) at any time during the six-month period immediately prior to any third person, firmthe date on which such hiring would take place, or entity; (iii) employcall on, solicit or otherwise pay for services rendered by, service any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, charterer, lessor, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting in order to induce or selling products attempt to induce such Person to cease doing or services in direct competition decrease their business with the Company or to induce any such person to cease or refrain from doing business with the Companyits Affiliates, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, charterer, lessor, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by of the Company or for which its Affiliates (including making any negative statements or communications about the Company made an acquisition analysis or its Affiliates). Notwithstanding the foregoing, the restrictions set forth in this Section 9.9(c) shall not apply to the employees of any shareholders of the Company and shall not prohibit (Y) the employment of employees of the Company who solicit any of the GES Companies for employment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the purpose avoidance of acquiring such entity; ordoubt, nothing in this Section 9.9 (c) shall prohibit any of the GES Companies from doing business with any vendors of the Company in the normal course of business. (vib) assistDuring the Restricted Period, solicitthe Company shall not (and shall cause its Affiliates not to) directly, or encourage indirectly through another Person, (i) induce or attempt to induce any employee of the GES Companies (or any of their Affiliates) to leave his or her employment, or in any way interfere with the relationship between the GES Companies (or any of their Affiliates) and any such employee, (ii) hire any person who was an employee of the GES Companies (or any of their Affiliates) at any time during the six-month period immediately prior to the date on which such hiring would take place, or (iii) with respect to the GES Affiliate Businesses, call on, solicit or service any customer, charterer, lessor, vendor, licensee, licensor or other personbusiness relation of the GES Companies in order to induce or attempt to induce such Person to cease doing or decrease their business with the GES Companies or their Affiliates, directly or indirectlyin any way interfere with the relationship between any such customer, in carrying out charterer, lessor, vendor, licensee, licensor or other business relation of the GES Companies or their Affiliates (including making any activity negative statements or communications about the GES Companies or their Affiliates). Notwithstanding the foregoing, the restrictions set forth above that would be prohibited by in this Section 9.9(b) shall not apply to (A) the employees of any members of IDM Group, Ltd., the ultimate parent of the GES Companies or (B) the Transferred Employees, and shall not prohibit (Y) the employment of employees of the GES Companies who solicit the Company for employment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the avoidance of doubt, nothing in this Section 9.9 (b) shall prohibit the Company from doing business with any vendors of the GES Companies in the normal course of business. (c) If, at the time of enforcement of any of the provisions of this Agreement if Section 9.9, a court determines that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under the circumstances shall be substituted for the stated period, scope or area. The parties further agree that such activity were carried out court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope or geographical area permitted by Participant. In particularLaw. (d) Notwithstanding anything to the contrary contained herein, Participant will notthe restricted periods set forth in Section 9.9(a) or (b), directly respectively, shall be extended with respect to any breaching party for a period equal to any time period that such breaching party is in violation of Section 9.9(a) or indirectly(b), induce respectively. (e) If either GES or the Company, or any Service Provider of their respective Affiliates breaches, or threatens to commit a breach of, any of the Company provisions of Section 9.8 or this Section 9.9 (the “Restrictive Covenants”), the non-breaching party shall have the right and remedy (i) to carry out have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to such activityparty and that money damages would not provide an adequate remedy to the non-breaching party; and (ii) to require the breaching party to account for and pay over to the non-breaching party any profits, monies, accruals, increments or other benefits derived or received by the breaching party as the result of any transactions constituting a breach of the Restrictive Covenants. Each of the rights and remedies set forth herein shall be independent of the others, severally enforceable, and in addition to, and not in lieu of, any other rights and remedies available to the non-breaching party at law or in equity. (f) Notwithstanding any provision in this Agreement to the contrary, the Restrictive Covenants shall not apply to Lime Rock Management, L.P. and its Affiliates or 4D Global Energy Advisors S.A.S. and its Affiliates.

Non-Solicitation. During Participant’s Service the period Employee is performing services for the Employer and for two years after a period of one (1) year following the termination of Participant’s Service the Employee's services for the Employer for any reason whatsoeverreason, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with Employee agrees that the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant Employee will not, directly or indirectly, for the Employee's benefit or for the benefit of any other person, firm or entity, do any of the following: (i) solicit or attempt to solicit from any customer that Employee serviced or learned of while in the employ of the Employer ("Customer"), or any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve months prior to such Employee's termination ("Potential Customer"), business of a similar nature or related to the business of the Employer; (ii) accept any business from, or perform any work or services for, any Customer or Potential Customer, which business, work or services is similar to the business of the Employer; (iii) cause or induce or attempt to cause or induce any Service Provider Customer, Potential Customer, licensor, supplier or vendor of the Company Employer to carry out reduce or sever its affiliation with the Employer; (iv) solicit the employment or services of, or hire or engage, or assist anyone else to hire or engage, any person who was known to be employed or engaged by or was a known employee of or consultant to the Employer upon the termination of the Employee's services to the Employer, or within twelve months prior thereto; or (v) otherwise interfere with the business or accounts of the Employer. For purposes hereof, "solicitation" shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or requesting such activityCustomer, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.

Non-Solicitation. During Participant’s Service Except in the performance of his duties hereunder, at no time during the Term of Employment or at any time thereafter shall Employee, individually or jointly with others, for the benefit of Employee or any third party, publish, disclose, use of authorize anyone else to publish, disclose or use, any secret or confidential material or information relating to any aspect of the business or operations of Employer or any information regarding the business methods, business policies, procedures, techniques, or trade secrets, or other knowledge or processes of or developed by Employer (and/or any other Employee or agent of Employer), any affiliate of the Employer, or any entity in which the Employer has an interest, including, without limitation, any secret or confidential information relating to the business, customers, financial position, trade or industrial practices, trade secrets, technology or know-how of the Employer or Employer's affiliates. Moreover, while Employee is employed by Employer and for a period of two years after the termination of Participant’s Service for thereafter, Employee shall not directly or in any reason whatsoeverother capacity, Participant shall not: employ any person or hire or contract with, as a consultant or other independent agent or independent contractor, any person or entity (iother than Employee) solicitwho was employed by or acted as an agent for, induce or attempt to solicit or induce any employee, consultantconsultant to, or independent contractor of the Company (eachEmployer, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with any affiliate of the CompanyEmployer, or any entity in which the Employer has an interest, at any way interfere adversely with time during the relationship between any such Service Provider Term of Employment; provided that the prohibitions contained in this sentence shall exclude persons or entities not directly involved in the development, marketing, sales, and/or distribution of products or services which, during the time of Employee's employment by Employer, were developed, under active development, under consideration for development, marketed, sold and/or distributed by Employer. In addition, while Employee is employed by Employer and the Company; for a continuous period of two (ii2) years thereafter, Employee shall not solicit, induce divert or take away, or attempt to solicit divert or induce take away, the business or patronage of any Service Provider to work forof the clients, render services to, provide advice tocustomers or accounts, or supply Confidential Information prospective clients, customers or trade secrets accounts, of the Company to any third personEmployer which were contacted, firm, solicited or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider served by Employee while employed by Employer in any business enterprise connection with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with which, during the Company or to induce any such person to cease or refrain from doing business with the Companytime of Employee's employment by Employer, or in any way interfere with the then-existing or potential business relationship between any such current or potential customerwere developed, vendorunder active development, supplierunder consideration for development, licenseemarketed, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon sold, and/or distributed by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityEmployer.

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoeverRestricted Period, Participant I shall not:, directly or indirectly, °either individually or on behalf of, with or through any other person (other than the Company): (i) solicitsolicit or induce, induce or in any manner attempt to solicit or induce induce, any employee, consultant, customer or independent contractor client of the Company or any person who prior to the end of my relationship with the Company has been identified as a prospective customer or client of the Company or any person who was a customer or client of the Company within 36 months prior to such end to (each, a “Service Provider”A) to leave or otherwise terminate such Service Provider’s person's relationship with the Company, (B) reduce or in any way interfere adversely limit such person's purchases from or other business activities with the relationship between Company, (C) terminate, modify, not grant any such Service Provider and amendment or waiver of or not expand, renew or extend any contract with the Company or (D) purchase products or services that are competitive with, alternative to or substitutes for those made or offered by or available from the Company; (ii) solicitsolicit or induce, induce or in any manner attempt to solicit or induce induce, any Service Provider to work for, render services to, provide advice toperson who is employed or engaged by, or supply Confidential Information or trade secrets of who is otherwise acting as a Representative of, the Company to (A) terminate such person's relationship with the Company, (B) reduce or limit such person's business activities with the Company or (C) terminate, modify, not grant any third personamendment or waiver of or not expand, firm, renew or entityextend any contract with the Company; (iii) employsolicit or induce, or otherwise pay for services rendered byin any manner attempt to solicit or induce, any Service Provider in person who is an agent, representative or distributor of, a manufacturer for, a licensor to, a licensee of or a vendor, supplier or service provider to the Company to (A) terminate such person's relationship with the Company, (B) reduce or limit such person's business activities with the Company or (C) terminate, modify, not grant any business enterprise amendment or waiver of or not expand, renew or extend any contract with which Participant may be associated, connected or affiliatedthe Company; (iv) call upondivert, induce or in any manner attempt to induce any current divert, person from doing or potential customer, vendor, supplier, licensee, licensor or other continuing to do business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or any business activity or relationship within the scope of the Company Business to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Companyperson; (v) call upon interfere, or attempt to interfere, with any entity that is a then current or reasonably foreseeable prospective acquisition candidate that Participant knows business activity or has reason to know was called upon by relationship within the scope of the Company Business or for which with any then current or reasonably foreseeable prospective governmental or regulatory activity or relationship (including any approval, certification or procurement activity or relationship) of the Company made an acquisition analysis for the purpose of acquiring such entityCompany; or (vi) assistdisparage about the Company, solicitits products, services or encourage business activities or its Representatives or make statements which are calculated or intended to cause damage or harm to the business interests or reputation of the Company or its Representatives, in each case whether made publicly, to the press, to the trade, on the internet or social media, to any other person, governmental or regulatory authority or otherwise. (1) Nothing in Section 7 shall prohibit me from owning (directly or indirectly), in carrying out any activity set forth above that would be prohibited by any as a passive investment, up to five percent (5%) of the provisions outstanding shares of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider class of the Company to carry out stock of any such activitypublicly traded company.

Non-Solicitation. (A) During Participant’s Service the Noncompetition Period and for two years after the one year following termination of Participant’s Service for any reason whatsoeverthe Employment Period as a result of non-renewal, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with whether at the Company's or Executive's election, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other personExecutive agrees, directly or indirectly, in carrying out whether for her own account or for the account of any activity set forth above other individual or entity, not to solicit or canvas the trade, business or patronage of any individuals or entities that would be prohibited by were either customers of the Company or any of its Affiliates during the provisions twelve (12) months immediately preceding the termination of the Employment Period, or prospective customers with respect to whom a sales effort, presentation or proposal was made by the Company, or any Affiliate for whom Executive was working at the time of such termination, during the twelve (12) months immediately preceding the date of termination. Upon the written request of Executive following termination of the Employment Period, the Company shall provide a list of customers and prospective customers subject to this Agreement if such activity were carried out by Participant. In particularSection 9. (B) Executive further agrees that, Participant will during the Noncompetition Period and for one year following termination of the Employment Period as a result of non-renewal, she shall not, directly or indirectly, induce (1) solicit, induce, enter into any Service Provider agreement with, or attempt to influence any individual who was an employee or consultant of the Company or any of its Affiliates at any time during the time Executive was employed by the Company, to carry out terminate her employment relationship with the Company or any such activityof its Affiliates or to become employed by Executive or any individual or entity by which Executive is employed or (2) interfere in any other way with the employment, or other relationship, of any employee or consultant of the Company or any of its Affiliates. Notwithstanding the foregoing the provisions of this Agreement and subject to all applicable rules and laws and interpretations thereof, including but not limited to, federal, state and common law fiduciary duties, Executive shall be entitled to enter into an agreement with Xxxxx Xxxxxxx regarding employment after termination of the Employment Period hereunder.

Non-Solicitation. During Participant’s Service Employee covenants and for two years after agrees that during the termination Restricted Period, Employee will not on behalf of Participant’s Service for any reason whatsoeverhimself or directly or indirectly through another person or entity (including without limitation as a proprietor, Participant shall not:owner, principal, agent, partner, officer, director, stockholder, employee, manager, member, consultant or otherwise): (i) solicit, induce or attempt to solicit or induce any employeedivert, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employtake away, or otherwise pay for services rendered by, any Service Provider attempt in any manner to solicit, divert, or take away, the business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce of any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose or any of soliciting its Affiliates, that Employee knows, or selling products reasonably should know, is a customer, supplier, or services in direct competition with the Company or to induce any such person to cease or refrain from doing other business with relation of the Company, for a purpose that is related to a Restricted Business, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor supplier or other business relation and the Company;Company or any of its Affiliates (including, without limitation, inducing such person or entity to cease doing business with the Company or any of its Affiliates, or making any negative statements or communications about the Company or any of its Affiliates); or (vii) call upon solicit or induce to leave the Company (either on Employee’s behalf or on behalf of any other person) any person who Employee knows, or reasonably should know, is then an employee, consultant or contractor of the Company or any of its Affiliates or who was an employee, consultant or contractor of the Company or any of its Affiliates (with respect to the Company’s or any of its Affiliates’ business) at any time during the six-month period immediately preceding termination of Employee’s employment with the Company, if applicable; provided, however, the restrictions in this Section 7(b)(ii) shall not apply to: (a) any contractors or consultants who or which has provided services to the other person or entity that is a prospective acquisition candidate that Participant knows prior to the Termination Date; or has reason to know (b) any individual whose employment was called upon previously terminated by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any Affiliate of the provisions Company; and, provided, further, the foregoing shall not apply to any general solicitation conducted through the use of this Agreement if advertisements in the media, through the use of search firms or other routine recruiting activities, provided that such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider searches are not specifically targeted at employees of the Company to carry out or any such activityAffiliate of the Company.

Non-Solicitation. During Participant’s Service and for two years after the termination period of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition your employment with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of its affiliates, and for a period of months after the provisions cessation of this Agreement if such activity were carried out by Participant. In particularyour employment for any reason, Participant whether with or without Cause, you will not, directly or indirectly, induce on your own behalf or on behalf of any Service Provider other person, and whether through your own efforts or through the efforts or employing the assistance of any other person (including without limitation any consultant or any person employed by or associated with any person with whom you become employed or associated): a) call on or solicit in any manner any customer of the Company or any of its affiliates for the purpose of doing business of the type done by the Company or any of its affiliates with such customer. For purposes of this Agreement, “customer” means any individual, firm, partnership, corporation, or other entity or person (i) currently doing business or who has done business with the Company or any of its affiliates in the 12 months prior to carry out the cessation of your employment, or (ii) any prospective customer that you know to be a prospective customer of the Company or any of its affiliates and with whom the Company or any of its affiliates is in discussion with and reasonably expects to do business; or b) Solicit or otherwise induce any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates. To the extent the terms of this Section 17 are less restrictive (from your perspective) than comparable non-solicitation restrictions agreed to by you pursuant to any Option agreement or Restricted Stock agreement dated prior to the date hereof (collectively, the “Prior Agreements”), the terms of this Section 17 shall supersede and replace the comparable non-solicitation provisions in each such activityPrior Agreement. By accepting and agreeing to the terms of this Agreement, you acknowledge that your receipt of the grant of the Award evidenced by this Agreement represents adequate consideration for the undertaking set forth in this Section 17.

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoeverRestricted Period, Participant the Seller and/or Owner shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor without the prior written consent of the Company (eachPurchaser, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; either themselves or (vi) assist, solicit, or encourage any other person, directly or indirectly, through any Person owned (in carrying out any activity set forth above that would be prohibited amount or to any extent) or controlled by any of the provisions Seller, Owner, or either as principal, agent, director, officer, employee, employer, consultant, member, manager, partner, shareholder or holder of this Agreement if any equity security in any Person, or in any other individual or representative capacity whatsoever: (a) call upon, solicit, divert, take away, accept any business of, or attempt, in any manner, to call upon, solicit, divert, take away, or accept any business of any Existing Clients or any Potential Clients for the purpose of selling and/or providing any business, products, or services that are a part of or relate to the Restricted Business; (b) hire, employ, or recruit, or attempt, in any manner whatsoever, to hire, employ, or recruit, or contact or solicit with respect to hiring or employing, any Person that is an employee, director, manager, member, or officer of the Purchaser or any Person who acted in such activity were carried out by Participant. In particularcapacity within one (1) year prior to any such hiring, Participant will employment, recruitment, contract, or solicitation; (c) call upon, solicit, cause, or encourage, or attempt, in any manner whatsoever, to call upon, solicit, cause or encourage, any Person that is an employee, director, manager, member, officer, contractor or consultant of the Purchaser or any Person who acted in such capacity within the one (1) year prior to any such contact or solicitation to leave the employ of or terminate or otherwise alter its contractual relationship, whether oral or written, with the Purchaser or any affiliate of the Purchaser; or (d) call upon, solicit, cause, or encourage, or attempt, in any manner whatsoever, to call upon, solicit, cause or encourage, any Existing Clients or any Potential Clients to terminate or otherwise alter its relationship, whether oral or written, whether contractual or not, directly with the Purchaser or indirectly, induce any Service Provider affiliate of the Company to carry out any such activityPurchaser.

Non-Solicitation. During Participant’s Service the period Employee is performing services for the Employer and for a period of two (2) years after following the termination of Participantthe Employee’s Service services for the Employer for any reason whatsoeverreason, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with Employee agrees that the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant Employee will not, directly or indirectly, for the Employee’s benefit or for the benefit of any other person, firm or entity, do any of the following: (i) solicit or attempt to solicit from any customer that Employee serviced or learned of while in the employ of the Employer (“Customer”), or any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve months prior to such Employee’s termination (“Potential Customer”), business of a similar nature or related to the business of the Employer; (ii) accept any business from, or perform any work or services for, any Customer or Potential Customer, which business, work or services is similar to the business of the Employer; (iii) cause or induce or attempt to cause or induce any Service Provider Customer, Potential Customer, licensor, supplier or vendor of the Company Employer to carry out reduce or sever its affiliation with the Employer; (iv) solicit the employment or services of, or hire or engage, or assist anyone else to hire or engage, any person who was known to be employed or engaged by or was a known employee of or consultant to the Employer upon the termination of the Employee’s services to the Employer, or within twelve months prior thereto; or (v) otherwise interfere with the business or accounts of the Employer. For purposes hereof, “solicitation” shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or requesting such activityCustomer, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.

Non-Solicitation. During ParticipantEmployee agrees that during Employee’s Service employment with the Company and for two years after the twelve (12) month period following the termination of ParticipantEmployee’s Service employment (regardless of whether Employee resigns or is terminated, or the reason for any reason such resignation or termination) (the “Non-Solicit Restricted Period”), Employee shall not, without the express written approval of an officer of the Company (which consent may be granted or withheld in the Company’s sole and absolute discretion), whether on behalf of or for the benefit of Employee or any other person or entity, whether as a principal, partner, owner, officer, director, individual, member, consultant, contractor, volunteer, representative, agent, or in any other capacity whatsoever, Participant shall not: and whether or not for compensation, directly or indirectly: (i) solicit, induce induce, or encourage the resignation or termination of, or attempt to solicit or induce any employeesolicit, consultantinduce, or independent contractor encourage the resignation or termination of, any employee of any of the Company Parties; (each, a “Service Provider”ii) to leave or otherwise terminate such Service Provider’s relationship with the Companyinterfere, or attempt to interfere, in any way interfere adversely with the relationship between any of the Company Parties, on the one hand, and any of their respective members, partners, principals, owners, officers, directors, employees, customers, clients, distributors, vendors or suppliers, on the other hand; or (iii) solicit, hire, recruit, employ, engage, or retain or allow Employee’s name to be used in connection with the solicitation, hiring, recruiting, employing, engaging, or retention of, any person who as of such Service Provider date, or at some time during the three (3) months preceding such date, is or was an employee of any of the Company Parties. Notwithstanding the foregoing, nothing contained in this Paragraph 5 or otherwise contained in this Agreement shall be deemed to prohibit Employee from (i) conducting, participating in, or otherwise being aware of any general solicitation not specifically targeted at any employee(s) of the Company Parties and hiring any such employee(s) who responds to such general solicitation, and the Company; same shall not constitute a breach of this Paragraph 5, or (ii) solicit, induce soliciting for employment or attempt to solicit or induce hiring any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets employee of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with who has been terminated by the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participant’s Service and for two For a period of three (3) years after following the termination of Participant’s Service for any reason whatsoeverClosing Date, Participant the Seller shall not, individually or on behalf of any other Person, directly or indirectly: (i) solicit(A) seek to induce or otherwise cause any client or customer of the Business under contract with any Covered Party or any prospective client or customer of the Business to which any Covered Party has made or intends to make a proposal at that time to (1) cease being a Business customer of or to not become a Business customer of any Covered Party, induce (2) divert any business of such customer with respect to the Business from any Covered Party, or otherwise to discontinue or alter in a manner adverse to any Covered Party, such business relationship relating to the Business, or (3) otherwise interfere with, disrupt, or attempt to solicit interfere with or induce any employeedisrupt, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the contractual relationship between any such Service Provider Covered Party and any of its customers or clients, suppliers or consultants, in each case relating to the Company;Business, or employees, or (B) solicit for business, provide services to or do business with any client or customer of any Covered Party with respect to the Business or any potential customer solicited by any Covered Party with respect to the Business, except that nothing herein shall restrict the ability or right of Seller to become employed by any government agency, or (ii) solicitwithout the prior written consent of the applicable Covered Party, induce directly or attempt to indirectly hire, solicit or induce encourage to leave the employment or service of any Service Provider to work forCovered Party, render services any officer or employee of, or any consultant to, provide advice toany Covered Party, or supply Confidential Information hire or trade secrets participate (with another company or third party) in the process of hiring any Person who is then, or who within the Company preceding six (6) months was, an employee of any Covered Party, or provide names or other information about the Company's employees to any third personPerson or business under circumstances which could lead to the use of that information for purposes of recruiting or hiring; provided, firmhowever that Seller shall not be deemed to have violated this clause (ii) if (a) an employee of a Covered Party responds directly to a general advertisement of another Person or business as long as Seller has no involvement or participation, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, either directly or indirectly, in carrying out the employment of such Person, or (b) an employee of a covered party is terminated by such Covered Party at least six months prior to the commencement of any activity set forth above activities of Seller that would be prohibited by any of the provisions otherwise violate this clause (ii). (iii) For purposes of this Agreement if such activity were carried out by Participant. In particular"Person" shall mean an individual, Participant will nota corporation, directly an association, a limited liability company, a partnership, an estate, a trust or indirectly, induce any Service Provider of the Company to carry out any such activityother entity or organization.

Non-Solicitation. During ParticipantIn consideration of the promises contained herein and the Grantee’s Service access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company and for two years after a period of twelve months following the termination of Participant’s Service his/her employment with the Company for any reason whatsoeverreason, Participant he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise: (ia) solicitContact, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services tocall on, provide advice to, solicit, take away business, divert business, and/or influence or supply attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company with whom the Grantee directly performed any services or had any direct business contact; (b) Contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company whose entity- or other customer-specific information the Grantee discovered or gained access to as a result of the Grantee’s access to Company Confidential and Proprietary Information; (c) Utilize the Company’s Confidential and Proprietary Information to solicit, take away business, divert business, and/or influence or trade secrets attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company; and/or (d) Solicit or induce, either directly or indirectly, any employee of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation leave the employ of the Company for the purpose of soliciting or selling products become employed with or services in direct competition with the Company otherwise engaged by any person, entity or to induce any such person to cease or refrain from doing business with organization other than the Company, ; or in take any way interfere with the then-existing action to assist any subsequent employer or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, entity or organization, either directly or indirectly, in carrying out soliciting or inducing any activity set forth above that would be prohibited Company employee to leave the employ of the Company or become employed with or otherwise engaged by any of person, entity or organization other than the provisions of this Agreement if such activity were carried out by Participant. In particularCompany; or hire or employ, Participant will notor assist in the hiring or employment of, either directly or indirectly, induce any Service Provider of individual employed by the Company to carry out any such activitywithin sixty days preceding that individual’s hire by the Grantee or his/her subsequent employer.

Non-Solicitation. During Participant’s Service and for two years after (a) Neither the termination Company, nor any of Participant’s Service for any reason whatsoeverits respective officers, Participant shall not: directors, employees, agents, affiliates, accountants, counsel, investment bankers, financial advisors or other representatives (collectively, “Representatives”) shall, (i) solicitdirectly or indirectly, induce or attempt to initiate, solicit or induce any employee, consultantencourage, or independent contractor take any action to facilitate the making of, any Acquisition Proposal, (ii) enter into any agreement or take any other action that by its terms could reasonably be expected to adversely affect the ability of the Parties hereto consummate the Merger, or (iii) directly or indirectly engage or otherwise participate in any discussions or negotiations with, or provide any information or data to, or afford any access to the properties, books or records of the Company (eachto, a “Service Provider”) to leave or otherwise terminate assist, facilitate or encourage, any person (other than the Parent or any affiliate or associate thereof) relating to any Acquisition Proposal. (b) The Company and each of its Representatives shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other persons conducted heretofore with respect to any Acquisition Proposal. (c) For purposes of this Agreement, an “Acquisition Proposal” means any inquiry, proposal or offer from any person relating to (i) any direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or assets of the Company and each Company Subsidiary, taken as a whole, or 50% or more of the common stock or voting power (or of securities or rights convertible into or exercisable for such Service Provider’s relationship with common stock or voting power) of the Company, (ii) any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of the common stock or voting power (or of securities or rights convertible into or exercisable for such common stock or voting power) of the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employany merger, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with similar transaction involving the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions Company Subsidiaries that constitutes 50% or more of this Agreement if the net revenues, net income or assets of the Company, and its Subsidiaries taken as a whole, or that results in the Company Shareholders immediately prior to such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider transaction owning less than 50% of the outstanding voting securities of the Company immediately after such transaction, in each case other than the transactions contemplated by this Agreement. Each of the transactions referred to carry out any such activityin clauses (i) — (iii) of the foregoing definition of Acquisition Proposal, other than the Merger proposed by this Agreement, is referred to herein as an “Acquisition Transaction.”

Non-Solicitation. During ParticipantIn addition to Executive’s Service obligations pursuant to the Non-Competition Agreement and for two years after Section 9(b) above, in consideration of the fact that Executive will have a consulting relationship with Aspen following the termination of Participant’s Service his employment, Executive agrees to extend the period of the non-solicitation restriction in his Non-Competition Agreement such that it runs for any reason whatsoever, Participant shall not: the period ending the later of (i) solicit, induce or attempt to solicit or induce any employee, consultantthree years from the Resignation Date, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicitone year from the date Executive’s Consulting Agreement with Aspen is terminated or expires (the “Extended Non-Solicitation Period”). During the Extended Non-Solicitation Period, induce Executive will not, directly or attempt to solicit or induce any Service Provider to work forindirectly, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third through another person, firm, association, corporation or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise other entity with which Participant the Executive is now or may be hereafter become associated: (a) request, connected or affiliated; (iv) call uponadvise, induce or attempt to induce any current or potential client, customer, vendor, supplier, licensee, licensor licensee or other business relation of the Company for the purpose of soliciting Aspen (each, a "Customer") to withdraw, curtail, cease, cancel or selling products or services in direct competition with the Company or to induce any otherwise reduce such person to cease or refrain from doing Customer's business with the Company, Aspen or in any way interfere with the then-existing or potential business relationship between any such current or potential customerCustomer and Aspen; (b) disclose to any other person, vendorfirm, supplier, licensee, licensor corporation or other business relation and entity, the Company; (v) call upon name, address, preferences or purchase history of any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis Customer for the purpose of acquiring competing with Aspen; (c) solicit for employment or employ any person who is or was employed by or a consultant to Aspen at any time within the one (1) year period immediately preceding such entity; or (vi) assist, solicitsolicitation or employment, or encourage in any other way willfully interfere with the relationship between Aspen and any such person; or (d) provide any services to or accept employment or any consulting arrangement with any Customer in competition with Company’s Business. Notwithstanding the foregoing, directly the publication of an advertisement that is not directed at any particular person or indirectly, group shall not be deemed a solicitation in carrying out any activity set forth above that would be prohibited by any of the provisions violation of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activitySection.

Non-Solicitation. During Participant’s Service Seller hereby agrees that, during the period beginning on, and for two years after ending [***] after, the termination of Participant’s Service for any reason whatsoeverClosing Date, Participant Seller shall not: (ia) solicitsolicit for employment or employ any Person who is an employee of, consultant to or agent of any of the Company or any of its Subsidiaries as of the Closing Date (other than Persons terminated without cause by such entity) or induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt encourage others to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current such Person to (i) terminate such Person’s employment with such employer (in the case of an employee) or potential customer, vendor, supplier, licensee, licensor cease providing its services to such entity (in the case of a consultant or sales or other business relation commercial representative), provided, that nothing herein shall prevent (x) general solicitations through advertising or similar means which are not specifically directed at employees of, consultants to or agents of any of the Company for the purpose or its Subsidiaries or (y) solicitations through any means of soliciting any employee, consultant or selling products or services in direct competition with agent of any of the Company or to induce its Subsidiaries whose relationship with such entity is terminated by such entity, nor prohibit the hiring of any such person Person responding to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entitysolicitations; or (vib) assistdivert, solicit or attempt to divert or solicit, or assist or encourage any other personPerson in diverting, directly soliciting or indirectly, in carrying out attempting to divert any activity set forth above that would be prohibited by any of customer or supplier prior to the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider Closing Date of the Company or any of its Subsidiaries to carry out or for any such activitycompetitor or supplier of the Company or any of its Subsidiaries in connection with or with respect to the provision of any products or services competitive with those products and services provided by the Company of any of it Subsidiaries prior to the Closing Date.

Non-Solicitation. During ParticipantEmployee further covenants and agrees that for the period commencing on the date of Employee’s Service and for two years after the termination of Participant’s Service employment for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor whatsoever and ending one year after Employee’s termination of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship employment with the Company, Employee shall not, directly or indirectly, (i) unless otherwise agreed to in writing by the Company, actively attempt to hire or engage any way interfere adversely individual who shall have been an employee of the Company at any time during the 1-year period prior to the date of Employee’s termination of employment with the relationship between Company, whether for or on behalf of Employee or for any entity in which Employee shall have a direct or indirect interest (or any subsidiary or affiliate of any such Service Provider and the Company; entity), whether as a proprietor, partner, co-venturer, financier, investor or stockholder, director, officer, employer, employee, servant, agent, representative or otherwise, or (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential existing customer, vendordeveloper, client, member, supplier, licensee, licensor licensor, franchisee, consultant, independent contractor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way adversely interfere with the then-existing or potential business relationship between any such current or potential existing customer, vendordeveloper, client, member, supplier, licensee, licensor consultant, independent contractor or other business relation and the Company (including making any negative statements or communications regarding the Company; ); provided that nothing in this Section 4(d) shall prevent or limit Employee from providing truthful statements or communications in connection with a subpoena or other legal process; and (viii) call upon any entity provided further that is a prospective acquisition candidate that Participant knows or has reason Employee’s participation general advertising, and job fairs and recruiting workshops shall not be deemed to know was called upon by violate this Section 4(d) to the extent not directed at Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityemployees.

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant Dm#25448V2 will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participantthe Executive’s Service employment with the Company and for two years during the twenty-four (24) month period immediately after the termination of Participantsuch employment (regardless of the reason for the termination, and regardless of whether such termination is by the Executive or the Company) (the “Non-Solicitation Period”), the Executive shall not (without the prior written consent of the Company, in a writing signed by a duly authorized representative of the Board), directly or indirectly, whether on the Executive’s Service for own behalf or on behalf of any reason whatsoever, Participant shall notperson or entity: (i) (A) solicit, induce or attempt to solicit or induce any employeeinduce, consultantencourage, or independent contractor of persuade any client or customer (which shall include for this purpose any prospective client as to which the Company has expended substantial efforts and resources to establish a relationship and has a reasonable expectation of establishing a client relationship (eachan “Anticipated Client”)of the Company to terminate, a “Service Provider”) to leave reduce, postpone, divert, or otherwise terminate such Service Provider’s modify adversely to the Company its business relationship with the Company, or in any way otherwise interfere adversely with such client’s, customer’s, or Anticipated Client’s relationship or dealings with the relationship between Company, (B) contact or solicit any such Service Provider and the Company;client, customer or Anticipated Client in connection with a Competitive Product or Service, or (C) sell, provide, perform, offer, accept or promote any service or product to any such client or customer that is a Competitive Product or Service; or (ii) solicit(A) hire, induce employ, engage or attempt to solicit for hire, employment or induce engagement any Service Provider to work fordirector, render services toemployee, provide advice toconsultant, contractor or supply Confidential Information or trade secrets agent of the Company or any person who was employed or engaged by the Company within twelve months immediately prior to the date of such action (each a “Prohibited Person”); or (B) solicit, induce, encourage or persuade any third personProhibited Person to cease, firmgive up, terminate, limit, postpone, divert, reduce or entity; (iii) employnot commence or continue his, her or otherwise pay for services rendered byits employment, any Service Provider in any engagement, business enterprise with which Participant may be associateddealings, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business relationship with the Company, or in any way otherwise interfere with the then-existing such Prohibited Person’s contract or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and with the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. (a) During Participant’s Service the Employment Term and for two years after the a period of twelve (12) months following any termination of Participant’s Service for any reason whatsoeversuch employment, Participant Employee shall not, except on behalf of or with the prior written consent of the Company, directly or indirectly: (1) entice or induce, or attempt to entice or induce, any employee of the Company to leave such employ, or employ any such person in any business similar to or in competition with that of the Company. Employee hereby acknowledges and agrees that the provisions set forth in this subsection 11.2 constitute a reasonable restriction on his ability to compete with the Company, or (2) (i) solicit, induce take away, attempt to take away, divert, or attempt to solicit or induce divert any employee, consultant, or independent contractor of Protected Customer (as defined below) from the Company (eachor its Affiliates, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicitinduce, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce or aid any current or potential customer, vendor, supplier, licensee, licensor or other pin inducing any Protected Customer to cease doing business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, of its Affiliates or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation Protected Customer and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or any or its Affiliates, or (iii) be employed by or act as a consultant for any Person which directly, or through any of its Affiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any Protected Customer from the Company made an acquisition analysis for the purpose or any of acquiring such entity; orits Affiliates. (vib) assistBefore Employee becomes employed by or becomes a consultant for a Person during a Non-Solicitation Period, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any Employee shall inform such Person of the provisions of this Agreement Section 11.2 and, if within the first year following Employee's termination of employment with the Company, shall cause such activity were carried out by ParticipantPerson to sign a document acknowledging this provision and agreeing with the Company, on behalf of itself and its Affiliates, to abide to the terms of such obligation to not solicit, take away, attempt to take away, divert or attempt to divert, any Protected Customer, and deliver such document to the Company. In particularProvided, Participant will nothowever, directly that nothing contained herein shall prevent such Person employing Employee from continuing to provide services to any individual or indirectly, induce any Service Provider other entity that was a customer of the Person prior to the date of the termination of Employee's employment with the Company. (c) For purposes of this Agreement, "Protected Customer" means (i) any Person or its/his/her Affiliate for whom the Company or any of its Affiliates has provided wealth management, investment, banking, trust, insurance or other financial services during the Employment Term or (ii) any Person or its/his/her Affiliate whom the Company or any of its Affiliates had made a proposal to carry out any such activityprovide wealth management, investment, banking, trust, insurance or other financial services at anytime within six (6) months preceding the termination of Employee's employment with the Company.

Non-Solicitation. During Participant’s Service and for two (2) years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicitSolicit, induce induce, or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicitSolicit, induce induce, or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, Employ or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected connected, or affiliated; (iv) call Call upon, induce induce, or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor licensor, or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor licensor, or other business relation and the Company; (v) call Call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assistAssist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participantthe period of Executive’s Service employment with any member of the Company Group and for two years one (1) year after such employment is terminated, Executive will not, and will not permit any other Person controlling, controlled by or under common control, directly or indirectly, with Executive to, directly or indirectly, without the termination prior written consent of Participantthe Company, which may be withheld in the Company’s Service for any reason whatsoever, Participant shall notsole and absolute discretion: (i) solicitwhether on Executive’s own behalf or on behalf of another Person, induce provide or attempt solicit to solicit provide any Competitive Services to any Person that: (x) was at any time in the twelve (12) months prior to the Date of Termination a customer, shipper, carrier or induce other client of any employee, consultant, or independent contractor member of the Company Group; or (eachy) to Executive’s knowledge, was at any time in the twelve (12) months prior to the Date of Termination or solicitation of Competitive Services, a “Service Provider”) to leave customer, shipper, carrier or otherwise terminate such Service Provider’s relationship with other client of any member of the Company, or in any way interfere adversely with the relationship between any such Service Provider and the CompanyCompany Group; (ii) solicitwhether on Executive’s own behalf or on behalf of another Person, induce solicit to employ or attempt engage or employ or otherwise engage as an employee, independent contractor, agent or otherwise, any Person who: (x) was at any time in the twelve (12) months prior to solicit or induce any Service Provider to work forthe Date of Termination an employee, render services to, provide advice toindependent contractor, or supply Confidential Information agent of, or trade secrets was otherwise engaged with, any member of the Company Group; or (y) to Executive’s knowledge, was at any third persontime in the twelve (12) months prior to the solicitation, firmemployment, or entity;engagement of such Person, an employee, independent contractor, or agent of, or was otherwise engaged with, any member of the Company Group, provided that (A) general advertising (including general internet advertising) not targeted at a particular employee or consultant or independent contractor (or group thereof) shall not be deemed a breach hereof, nor shall hiring or retaining any Person who responds to such a general advertisement not targeted at a particular employee or consultant or independent contractor (or group thereof), and (B) nothing in this Agreement shall prohibit Executive or any other Person from engaging any professional services firm or other third party advisor that provides consulting services to multiple clients.; or (iii) employat any time interfere with any member of the Company Group’s relationship with any Person that: (x) was at any time in the twelve (12) months prior to the Date of Termination an employee, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendorcontractor, supplier, licenseeagent, licensor customer, shipper, carrier or other business relation client of any member of the Company for Group; or (y) to Executive’s knowledge, was at any time in the purpose of soliciting or selling products or services in direct competition with twelve (12) months prior to the Company or to induce any such person to cease or refrain from doing business with the Companyinterference an employee, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendorcontractor, supplier, licenseeagent, licensor customer, shipper, carrier or other business relation and the Company; (v) call upon client of any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider member of the Company Group; including, without limitation, soliciting, encouraging, advising or influencing such Person(s) to carry out any discontinue or reduce the extent of such activityrelationship.

Non-Solicitation. During Participanti. Consultant recognizes that the Company’s Service employees and for two years after independent contractors are a valuable resource of the termination of Participant’s Service for any reason whatsoeverCompany. Accordingly, Participant Consultant agrees that Consultant shall not: , during Consultant’s retention with the Company and during the Non-Solicitation Term thereafter, either alone or in conjunction with any other Person, directly or indirectly, (iA) solicit, induce or encourage (or attempt to solicit induce or induce encourage) any employee, consultant, employee or independent contractor of the Company (each, a “Service Provider”) or any of its Affiliates to leave the employ of or engagement with the Company (or the applicable Affiliate(s)), whether for purposes of employing or engaging any such employee or independent contractor in a Competing Business in the Restricted Territory or for any other reason; (B) hire or retain (or attempt to hire or retain) any employee or independent contractor of the Company or any of its Affiliates; or (C) interfere in any way with the relationship between the Company or any of its Affiliates and any such employee or independent contractor. ii. Consultant recognizes that the Company’s Clients are a valuable resource of the Company. Accordingly, Consultant agrees that Consultant shall not, during Consultant’s retention with the Company and during the Client Non-Solicitation Term thereafter, directly or indirectly in any capacity whatsoever, either as an employee, officer, director, equity holder, proprietor, partner, joint venturer, consultant, or otherwise terminate (A) call on or solicit any client of the Company or any of its Affiliates for purposes of diverting such Service Provider’s relationship client to a Competing Business; (B) cause, induce, or encourage (or attempt to cause, induce, or encourage) any client, vendor, supplier, licensor, licensee, or other Person to cease conducting business with the Company or any of its Affiliates or to deal with any competitor of the Company, ; or (C) in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customerclient, vendor, supplier, licensor, licensee, licensor or other business relation of Person, on the Company for the purpose of soliciting or selling products or services in direct competition with one hand, and the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of its Affiliates, on the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityother hand.

Non-Solicitation. During Participant’s Service the Advisory Period and for two the period ending five (5) years after following the termination of Participant’s Service for any reason whatsoeverTermination Date, Participant the Consultant shall not: , directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) solicithire, induce seek to hire or solicit the employment or service of any employee, agent or consultant of the Company or its Subsidiaries and affiliates in a commercial capacity; (ii) in any manner attempt to solicit influence or induce any employee, consultant, agent or independent contractor consultant of the Company (each, a “Service Provider”) or its Subsidiaries and affiliates to leave the employment or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets service of the Company to any third person, firm, or entity; its Subsidiaries and affiliates; (iii) employuse or disclose to any person, partnership, association, corporation or otherwise pay for services rendered byother entity any information concerning the names and addresses of any employees, any Service Provider in any business enterprise with which Participant may be associatedagents or consultants of the Company or its Subsidiaries and affiliates unless such use or disclosure is of a personal nature, connected is requested by the Company or affiliated; is required by due process of law; or (iv) call upon, induce solicit, divert or attempt to induce call upon, solicit or divert the business of any current or potential customer, vendor, supplier, licensee, licensor vendor or other business relation acquisition prospect of the Company for the purpose or any of soliciting its Subsidiaries or selling products or services in direct competition affiliates with whom the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other persondealt, directly or indirectly, in carrying out any activity set forth above that would during his engagement with the Company or its Subsidiaries or affiliates. The Consultant shall not be prohibited from hiring or soliciting the employment or service of an agent or consultant of the Company for purposes which do not violate Section 5(a) of this Agreement. The Consultant agrees and stipulates that in any action or claim brought by him or in any of action or claim brought against him involving the provisions of this Agreement if such activity were carried out by Participant. In particularSection 5, Participant will notthe Consultant hereby waives any claim or defense that the above non-solicitation covenants are unenforceable, directly void or indirectlyvoidable, induce for any Service Provider reason, including, but not limited to, fraud, misrepresentation, illegality, unenforceable restraint of the Company to carry out trade, failure of consideration, illusory contract, mistake, or any such activityother substantive legal defense.

Non-Solicitation. During Participant’s Service In order to protect Released Parties’ confidential information and key relationships, Employee agrees that for two years after a period of one year following the termination of Participant’s Service for Effective Date, Employee will not directly or indirectly, in any reason whatsoevercapacity, Participant shall not: (i) solicitand will not induce, induce or attempt to solicit or induce any employee, consultantencourage, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in assist any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, other individual or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by capacity, to or from: (a) hiring or engaging in any capacity any individual who is or was within the last twelve months an employee of any Released Parties of whom Employee gained knowledge through his employment, or solicit or seek to persuade any such individual to discontinue their employment with the Released Parties; (b) solicit or encourage any customer of or contractor providing any services to any Released Parties, with whom Employee had material contact or about whom he has had access to confidential information during the last two years of his employment, to terminate or diminish its relationship with the Released Parties; or (c) seek to persuade any current, former (within the last twelve months) or prospective customer of the provisions Released Parties to conduct with anyone else any business or activity that such customer or prospective customer conducts or could conduct with any Released Parties; or (d) attempt to divert, divert, or otherwise usurp any actual or potential business opportunity or transaction about which Employee gained knowledge through his employment with the Company or its affiliates. For purposes of this Agreement if Section 10, “in any capacity” includes, but is not limited to, as an employee, independent contractor, volunteer, or owner.1 Nothing herein is intended or to be construed as a prohibition against general advertising such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of as “help wanted” ads that are not targeted at the Company to carry out any such activityReleased Parties’ employees.

Non-Solicitation. During ParticipantIn further exchange for the consideration provided above, and in order to protect the Company’s Service Confidential Information and protectable business, customer, and employment relationships, you agree that, for two years a period of one year after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship your employment with the Company, you shall not, without the prior written approval of the Executive Vice President: (a) solicit, seek, or otherwise attempt to gain the business of any Customer, as defined below, for or on behalf of any entity worldwide that engages in the research and/or development, manufacture, distribution, or sale of any way interfere adversely medical supplies, devices, laboratory equipment or diagnostic products, currently marketed or under development by BD and any services related thereto (any “Competing Entity”). Customer means any customer who was a customer of BD in the twelve months immediately prior to the termination of your employment with the relationship between any respect to which you gained Confidential Information during your employment at BD, or oversaw or assisted others in doing so, whether for pay or otherwise. Provided, however, that nothing in this paragraph shall operate to preclude you from providing services to an existing customer of such Service Provider and the Companya Competing Entity; (iib) negotiate or enter into any business arrangements for or on behalf of any Competing Entity with any suppliers of medical supplies, devices, laboratory equipment or diagnostic products about whom you gained Confidential Information while employed by BD, or oversee or assist others in doing so, whether for pay or otherwise; or (c) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice torecruit, or supply Confidential Information hire for or trade secrets on behalf of any Competing Entity any then-current employee of BD, or assist others in doing so; provided, however, that you shall not be prohibited from (i) making any general solicitations of employment not directed solely to the employees of the Company to Company, (ii) employing any third person, firm, person who is contacted through such general solicitations or entity; who contacts you on his or her own initiative without any solicitation by or encouragement from you; or (iii) employ, or otherwise pay for services rendered by, employing any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon whose employment by the Company or for which its subsidiaries has been terminated prior to the commencement of employment discussions with such individual, provided, however, that such individual is not subject to an agreement with the Company made the terms of which would prevent him/her from accepting an acquisition analysis for the purpose offer of acquiring such entity; or (vi) assist, solicit, or encourage employment with you and/or your employer. Should any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if paragraph 6 be determined to be overly broad or otherwise unenforceable by a court of competent jurisdiction, the parties request the court to modify this paragraph 6 to the extent necessary to make such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityprovisions enforceable.

Non-Solicitation. During Participant’s Service and (1) The Employee will not, without the prior written consent of the Corporation, during the term of his employment or at any time for two years after a period of nine (9) months following the termination of Participantthe Employee’s Service employment under the Agreement for any whatever reason whatsoeverand with or without cause, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Companyeither individually, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice topartnership, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Companyjointly, or in conjunction with any way interfere person as principal, agent, employee or shareholder (other than a holding of shares listed on a Canadian or United States stock exchange that does not exceed four percent (4%) of the outstanding shares so listed) or in any other manner whatsoever on his own behalf or on behalf of anyone competing or endeavouring to compete with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other personCorporation, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any interfere with or endeavour to entice away from the Business of the provisions Corporation any person that: (a) is a Customer of this Agreement if the Corporation at the Date of Termination for whatever reason and with whom the Employee dealt during the Employee’s employment; (b) was a Customer of the Corporation at any time during the Employee’s employment at the Corporation for whatever reason and with whom the Employee dealt during the Employee’s employment; or (c) has been pursued as a Prospective Customer by or on behalf of the Corporation and in respect of whom the Corporation has not determined to cease all such activity were carried out by Participant. In particularpursuit nor will the Employee engage, Participant will not, directly offer employment or indirectly, induce any Service Provider engagement to or solicit the employment or engagement of or otherwise entice away from the employment of the Company or any of its affiliates, any individual who is employed or engaged by the Corporation or any of its affiliates or subsidiaries whether or not such individual would commit any breach of his contract or terms of employment or engagement by leaving the engagement of the Corporation or any of its affiliates or subsidiaries. (2) The Employee confirms that all restrictions in Section 6.2(1) are reasonable and valid and that the Employee waives all defenses to carry out the strict enforcement of such restrictions by the Corporation. (3) Sections 6.2(1)(a), (b) and (c) are each separate and distinct covenants, severable one from the other and if any such activitycovenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only the covenant or covenants so determined and all other such covenants will continue in full force and effect.

Non-Solicitation. During ParticipantFor the Restricted Period, such Executive will not (a) directly or indirectly solicit, induce or encourage any employee or independent contractor to terminate such ​ employee’s Service or independent contractor’s employment with the REIT or to cease rendering services to the REIT, and the Executive shall not initiate discussions with any such Person for two years after any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, (b) hire (on behalf of the Executive or any other Person) any employee or independent contractor who has left the employment or other service of the REIT (or any predecessor thereof) within one year of the termination of Participantsuch employee’s Service for or independent contractor’s employment or other service with the REIT or (c) directly or indirectly, on behalf of Executive or any reason whatsoeverother Person, Participant shall not: (i) solicit, induce or attempt to solicit or induce encourage any employee, consultant, or independent contractor of the Company (eachREIT’s customers, a “Service Provider”) clients, patrons, vendors or suppliers with whom the REIT provided products or services or conducted business within one year prior to leave the Executive’s termination of employment or otherwise terminate such Service Provider’s relationship service with the CompanyREIT or any actively sought prospective customer, client or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets patron of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company REIT for the purpose of soliciting providing such customer, client or selling patron or actively sought prospective customer, client or patron with products or services in direct competition competitive with those offered by the REIT during Executive’s employment with the Company REIT, or (ii) encourage any customer, client, patron, vendor or supplier for whom the REIT provided products or services or conducted business within one year prior to induce any Executive’s date of termination of employment or service to reduce the level or amount of business such person to cease customer, client, patron, vendor or refrain from doing business supplier conducts with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityREIT.

Non-Solicitation. During Participant’s Service and for two years after (a) Neither the termination Company, nor any of Participant’s Service for any reason whatsoeverits respective officers, Participant shall not: directors, employees, agents, affiliates, accountants, counsel, investment bankers, financial advisors or other representatives (collectively, “Representatives”) shall, (i) solicitdirectly or indirectly, induce or attempt to initiate, solicit or induce any employee, consultantencourage, or independent contractor take any action to facilitate the making of, any Acquisition Proposal, (ii) enter into any agreement or take any other action that by its terms could reasonably be expected to adversely affect the ability of the Parties hereto consummate the Merger, or (iii) directly or indirectly engage or otherwise participate in any discussions or negotiations with, or provide any information or data to, or afford any access to the properties, books or records of the Company (eachto, a “Service Provider”) to leave or otherwise terminate assist, facilitate or encourage, any person (other than the Parent or any affiliate or associate thereof) relating to any Acquisition Proposal. (b) The Company and each of its Representatives shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other persons conducted heretofore with respect to any Acquisition Proposal. (c) For purposes of this Agreement, an “Acquisition Proposal” means any inquiry, proposal or offer from any person relating to (i) any direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or assets of the Company and each Company Subsidiary, taken as a whole, or 50% or more of the common stock or voting power (or of securities or rights convertible into or exercisable for such Service Provider’s relationship with common stock or voting power) of the Company, (ii) any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of the common stock or voting power (or of securities or rights convertible into or exercisable for such common stock or voting power) of the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employany merger, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with similar transaction involving the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions Company Subsidiaries that constitutes 50% or more of this Agreement if the net revenues, net income or assets of the Company, and its Subsidiaries taken as a whole, or that results in the Company Shareholders immediately prior to such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider transaction owning less than 50% of the outstanding voting securities of the Company immediately after such transaction, in each case other than the transactions contemplated by this Agreement. Each of the transactions referred to carry out any such activityin clauses (i) - (iii) of the foregoing definition of Acquisition Proposal, other than the Merger proposed by this Agreement, is referred to herein as an “Acquisition Transaction.”

Non-Solicitation. During Participant’s Service the period the Employee is performing services for the Employer and for two years after a period of one (1) year following the termination of Participantthe Employee’s Service services for the Employer for any reason whatsoeverreason, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with Employee agrees that the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant Employee will not, directly or indirectly, for the Employee’s benefit or for the benefit of any other person, firm or entity, do any of the following: (i) solicit or attempt to solicit from any customer that the Employee serviced or learned of while in the employ of the Employer (“Customer”), or any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve (12) months prior to such Employee’s termination (“Potential Customer”), business of a similar nature or related to the business of the Employer; (ii) accept any business from, or perform any work or services for, any Customer or Potential Customer, which business, work or services is similar to the business of the Employer; (iii) cause or induce or attempt to cause or induce any Service Provider Customer, Potential Customer, licensor, supplier or vendor of the Company Employer to carry out reduce or sever its affiliation with the Employer; (iv) solicit the employment or services of, or hire or engage, or assist anyone else to hire or engage, any person who was known to be employed or engaged by or was a known employee of or consultant to the Employer upon the termination of the Employee’s services to the Employer, or within twelve (12) months prior thereto; or (v) otherwise interfere with the business or accounts of the Employer. For purposes hereof, “solicitation” shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or requesting such activityCustomer, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicitDuring the Restricted Period, induce the Executive will not, and will not assist any other Person to directly or attempt to indirectly, (A) solicit or induce encourage any employee, consultant, or independent contractor customer of the Company (each, a “Service Provider”) or any of its Affiliates to leave terminate or otherwise terminate such Service Provider’s diminish its relationship with them; or (B) seek to persuade any such customer or prospective customer of the Company, Company or in any way interfere adversely of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the relationship between Company or any of its Affiliates; provided, however, that these restrictions shall apply (I) only with respect to any Person who is or has been a customer of the Company or any of its Affiliates at any time within the immediately preceding two (2)-year period prior to the date of Executive’s termination of employment or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such Service Provider two (2)-year period, other than by form letter, blanket mailing or published advertisement, and (II) only if the Company; (ii) solicit, induce Executive has performed work for such Person during the Executive’s employment with the Company or attempt to solicit one of its Affiliates or induce any Service Provider to work for, render services to, provide advice been introduced to, or supply otherwise had contact with, such Person as a result of the Executive’s employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information or trade secrets which would assist in the Executive’s solicitation of such Person. Notwithstanding anything in this Section 10(b) to the Company to any third personcontrary, firm, or entity; (iii) employ, or otherwise pay the Executive may solicit customers and prospective customers for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation purposes of the Company for the purpose of soliciting providing or selling products or services in direct competition that do not compete with the Business. For purposes of this Section 10(b)(i), the term “customer” shall include without limitation any Company customer, client, supplier, vendor, partner, reseller, service provider, broker, agent or any other material business relation of the Company. (ii) During the Restricted Period, the Executive will not, and will not assist any other Person to, (A) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to induce persuade any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by employee of the Company or for which the Company made an acquisition analysis for the purpose any of acquiring such entity; or its Affiliates to discontinue employment or (viB) assist, solicit, solicit or encourage any other person, directly independent contractor providing services to the Company or indirectly, in carrying out any activity set forth above that would be prohibited by any of its Affiliates to terminate or diminish such independent contractor’s relationship with them. For the provisions purposes of this Agreement if such activity were carried out by Participant. In particularAgreement, Participant will not, directly an “employee” or indirectly, induce any Service Provider an “independent contractor” of the Company to carry out or any of its Affiliates is any Person who was such activityat any time within the preceding two (2) years.

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated;; 2016 Long-Term Incentive Grant-EPS Minimum (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company;; provided, however, that to the extent that Participant worked in a sales capacity for the Company, Participant’s obligations under this Section 8 (c)(iv) shall apply to any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company with whom Participant had business-related contact during the last two years of his or her employment with the Company or about whom Participant obtained Confidential Information or trade secrets of the Company. (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring or potentially acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participant’s Service and for two years after 4.1 Subject to paragraph 4.2 below, the termination of Participant’s Service for any reason whatsoever, Participant Offeror shall not: , and shall procure that its Affiliates and (iso far as it is able to do so) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or its other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will Related Persons shall not, directly or indirectly, induce from the date of this agreement and for a period of 18 months following the cessation of communications or negotiations with the Company or its advisors regarding the Transaction: (a) directly or indirectly solicit or endeavour to entice away from their current employment or engagement or employ or offer to employ or enter into any Service Provider contract for services with any person who is at the date of this agreement employed or directly or indirectly engaged by the Company or any of its Affiliates as a director, officer, employee, associate, consultant or self-employed contractor; or (b) directly or indirectly solicit any person who is at the date of this agreement a client, customer or supplier of the Company or any of its Affiliates for the purpose of offering to carry out that person, or receiving from that person, goods or services of the same type as or similar to any goods or services supplied by or to the Company or any of its Affiliates. This paragraph 4.1 will not prohibit the solicitation of clients, customers or suppliers in the normal and proper course of the ordinary trading activities of the Offeror or its Affiliates, provided such solicitation is unrelated to the Transaction and is not made on the basis of any Confidential Information received. 4.2 The undertakings in paragraphs 4.1(a) and 4.1(b) will not apply if any such activityperson: (a) is responding in good faith to a bona fide recruitment advertisement; (b) contacts the Offeror or any of its Related Persons on his or her own initiative and without any breach by the Offeror of the undertakings in paragraph 4.1; (c) whose employment or other relationship with the Company or any its Affiliates has been terminated; or (d) is contacted independently of the Offeror or any of its Affiliates by: (i) an external search firm hired by the Offeror or any of its Affiliates; or (ii) any internal search departments of the Offeror’s Affiliates, provided in each case that such external search firm or internal search department of the Offeror’s Affiliates (i) is not aware of the Transaction Information (ii) has not been directed, advised or encouraged to approach such person by any officers or employees of the Offeror or its Affiliates who have received Information and (iii) is not making such approach on the basis of any Confidential Information received by the Offeror or its Affiliates, whether directly or indirectly.

Non-Solicitation. During Participant’s Service Each Specified Seller hereby covenants and for two years after agrees that, during the termination of Participant’s Service for any reason whatsoeverRestricted Period, Participant such Specified Seller shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, alone or in concert with any other Person: (i) (A) offer employment or engagement as an independent contractor or consultant to, or hire or engage, any person who is then employed by Purchaser, the Company or any of their respective subsidiaries, or who was employed by Purchaser, the Company or any of their respective subsidiaries at any time during the one hundred eighty (180) day period immediately preceding such offer, hiring, or engagement; or (B) solicit or induce any Service Provider person who is then employed by Purchaser, the Company or any of their respective subsidiaries to leave his or her employment with Purchaser, the Company or such subsidiary or to accept employment with or render services to or with any other Person; provided, however, that the foregoing provision will not prevent such Specified Seller from engaging in any general solicitation for employment, including placing any advertisement or soliciting such individuals through a recruiting firm, and hiring such individuals who respond to any such general solicitation or advertisement or who were identified by a recruiting firm, so long as such Specified Seller does not direct such general solicitation toward any such individual at any time during such individual’s employment with the Purchaser, the Company or any of their respective subsidiaries; (ii) solicit or divert or attempt to divert any business, clients or customers or potential business, clients or customers of the Company made known to carry out such Specified Seller in connection with its acquisition or ownership of Shares away from the Company, Purchaser or any of their respective subsidiaries; or (iii) induce or attempt to induce customers, clients, suppliers, agents or other Persons under contract or otherwise having a business relationship with the Company, Purchaser or any of their respective subsidiaries to reduce or adversely alter any such activitybusiness relationship with the Company, Purchaser or such subsidiary.

Non-Solicitation. During Participant’s Service the Grantee's employment (including any applicable Notice Period), and for two years after six (6) months following any termination thereof, the termination of Participant’s Service for any reason whatsoever, Participant Grantee shall not: , without the Company's prior written consent, directly or indirectly (i1) solicitsolicit or induce, induce or attempt cause others to solicit or induce induce, any employeedirector, consultantofficer, or independent contractor employee of the Company (eachor any Affiliate, a “Service Provider”) to leave the Company or otherwise terminate such Service Provider’s relationship with the Company, Affiliate or in any way interfere adversely with the modify his relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or such Affiliate, (2) hire or cause others to induce hire any such person to cease director, officer, or refrain from doing business with employee of the CompanyCompany or any Affiliate, (3) encourage or assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, or in any way interfere with the then-existing or potential business relationship between modification of any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by person's relationship with the Company or such Affiliate, or cause others to participate, encourage, or assist in the hiring process of any director, officer, or employee of the Company or any Affiliate, (4) interfere in any way with the rendering of professional services by or to the Company or any Affiliate by any client, prospective client, consultant, independent contractor, or vendor, or his or its respective individual employees, or (5) solicit the trade or patronage of any client or customer or any prospective client or customer of the Company or any Affiliate (for this purpose a prospective client or customer shall only include prospective clients or customers who were actively solicited within the six (6) month period prior to the Grantee's termination where the Grantee participated in or was aware of such solicitation) for purposes of engaging in any business relationship with respect to any products, services, trade secrets, or other matters in which the Company made an acquisition analysis or such Affiliate is active, provides or has committed plans to provide, which includes, but is not limited to, investment banking, sales and trading, research, asset management, and/or alternative investments; provided, however, if Grantee's new employer solicits a client or customer without Grantee's knowledge and without Grantee's participation, then such client or customer shall not be deemed to be a client or customer or prospective client or customer for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions purposes of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activitySection 2.3(a)(5).

Non-Solicitation. During Participant’s Service with the Company and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participant’s Service and for two years after The Participant agrees that, during the termination of Participant’s Service for any reason whatsoeverRestrictive Period, the Participant shall not: not (ia) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor supplier or other business relation of party with whom or which the Company for or any Affiliate did business during the purpose of soliciting Participant’s Service with the Company and with whom or selling products which the Participant had contact during his or services in direct competition her Service with the Company or to induce any such person Affiliate to cease or refrain from doing business with the CompanyCompany or such Affiliates, or in any way interfere with or attempt to interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for its Affiliates and any existing customer, supplier or other party with whom or which the Company made an acquisition analysis for or its Affiliates did business during the purpose Participant’s Service with the Company or any Affiliate and with whom or which the Participant had contact during his or her Service with the Company or any Affiliate, the effects of acquiring such entity; or (vi) assistwhich would tend to divert, solicitdiminish, or encourage any other person, directly prejudice the goodwill or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider business of the Company or any Affiliate, or (b) with respect to carry out anyone who worked for the Company or any Affiliate (hereinafter the “Company Employee”), (i) hire, employ or retain the services of (including , without limitation, as an employee or independent contractor) of any such activityCompany Employee, (ii) directly or indirectly interfere with or attempt to interfere with any Company Employee and/or representative or agent of the Company or its Affiliates, or (iii) induce or attempt to induce any Company Employee to leave the employ of the Company or its Affiliates, whether or not such person is employed or engaged pursuant to a contract with the Company or its Affiliates, or otherwise engaged at will, or violate the terms of their contracts, or any employment arrangements, with the Company or its Affiliates; provided, that, while the foregoing shall not prohibit a general solicitation to the public by general advertising, hiring any person identified in this Section 10 as a result of such general solicitation is prohibited during the Restrictive Period.

Non-Solicitation. During ParticipantFor the Restricted Period, such Executive will not (a) directly or indirectly solicit, induce or encourage any employee or independent contractor to terminate such ​ employee’s Service or independent contractor’s employment with the REIT or to cease rendering services to the REIT, and the Executive shall not initiate discussions with any such Person for two years after any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, (b) hire (on behalf of the Executive or any other Person) any employee or independent contractor who has left the employment or other service of the REIT (or any predecessor thereof) within one year of the termination of Participantsuch employee’s Service for or independent contractor’s employment or other service with the REIT or (c) directly or indirectly, on behalf of Executive or any reason whatsoeverother Person, Participant shall not: (i) solicit, induce or attempt to solicit or induce encourage any employee, consultant, or independent contractor of the Company (eachREIT’s customers, a “Service Provider”) clients, patrons, vendors or suppliers with whom the REIT provided products or services or conducted business within one year prior to leave the Executive’s termination of employment or otherwise terminate such Service Provider’s relationship service with the CompanyREIT or any actively sought prospective customer, client or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets patron of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company REIT for the purpose of soliciting providing such customer, client or selling patron or actively sought prospective customer, client or patron with products or services in direct competition competitive with those offered by the REIT during Executive’s employment with the Company REIT, or (ii) encourage any customer, client, patron, vendor or supplier for whom the REIT provided products or services or conducted business within one year prior to induce any Executive’s date of termination of employment or service to reduce the level or amount of business such person to cease customer, client, patron, vendor or refrain from doing business supplier conducts with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by ParticipantREIT. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.​

Non-Solicitation. During Participant’s Service and for two years after For the termination two-year period commencing on the Closing Date, no Seller nor any Affiliate of Participant’s Service for any reason whatsoeverSeller shall, Participant shall not: on his or its own behalf or on behalf of any other person, partnership, association, corporation, or other entity, (i) persuade or attempt to persuade any person providing goods or services to the Buyer, CAMP or any Company not to do business with the Buyer, CAMP or such Company or to reduce the amount of business it does with the Buyer, CAMP or such Company; (ii) persuade or attempt to persuade any performer, act or customer not to do business with the Buyer, CAMP or any Company or to reduce the amount of business it does with the Buyer, CAMP or such Company; (iii) dissuade or attempt to dissuade any individual who was a director, officer or employee of CAMP or a Company prior to the date hereof from hereafter becoming a director, officer or employee of the Buyer or (iv) hire or solicit any employee of any Company, or any affiliate thereof, listed on Schedule 9.05 (an "EMPLOYEE") or in any manner, directly or indirectly, solicit, induce or attempt to solicit persuade or induce influence any employeeEmployee to leave the employment of a Company or such Affiliate thereof; provided, consultanthowever, that (x) Azoff is not bound by the terms of clauses (i), (ii) and (iii) of this Section 9.05 and (y) nothing in this Section 9.05 shall prevent a Seller from hiring, or independent contractor of the Company (eachsoliciting to hire, any Employee who is terminated by a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any Affiliate thereof, during such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets two-year period. The Buyer acknowledges that employees of the Company Companies may voluntarily terminate their employment prior to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityClosing Date.

Non-Solicitation. During Participant’s Service (a) As a means reasonably designed to protect the confidential and for two years after the termination proprietary information of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with during the relationship between any such Service Provider and period from the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets date hereof through the second anniversary of the Company to any third personEffective Date (the “Restricted Period”), firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity Cxxx agrees that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant he will not, directly or indirectly, induce either for himself or for any Service Provider other person, firm, corporation, partnership, limited liability company, group, association or other entity, call upon, solicit, divert, take away or accept, or attempt to call upon, solicit, divert, take away or accept, business of a type the same or similar to the business as conducted by the Company as of the date hereof or as proposed as of the date hereof to be conducted by the Company from any of the customers, sales representatives and personnel, licensors, manufacturers or other vendors of the Company or similar entities or persons upon whom Cxxx called or whom he solicited or to carry out whom he catered or with whom he became acquainted after entering the employ of the Company; provided, that the foregoing shall not restrict Cxxx from doing business with a customer, manufacturer or other vendor of the Company if both (i) such business does not interfere with the business done between the Company and such customer, manufacturer or other vendor and (ii) the business done by Cxxx with such customer, manufacturer or other vendor does not involve divulging or using any confidential information of the Company relating to pricing, product specifications or other terms of business between the Company and its customers, manufacturers and other vendors. (b) Cxxx agrees and acknowledges that he has gained and during the Restricted Period will likely continue to gain, valuable information about the identity, qualifications and on-going performance of the employees of the Company. Consequently, as a further means reasonably designed to protect the confidential and proprietary information of the Company, during the Restricted Period, Cxxx shall not directly or indirectly (i) hire, employ, offer employment to, or seek to hire, employ or offer employment to, any person who is then, or within the prior three (3) months had been, an employee of the Company, (ii) solicit or encourage any person who is then, or within the prior three (3) months had been, an employee of the Company, to seek or accept employment with any other person or entity or (iii) disclose any information, except as required by law, about such activityemployee to any prospective employer. Cxxx acknowledges that even an unsuccessful solicitation of the Company’s employees may negatively impact the morale, commitment and performance of the employee in question and that any successful solicitation of an employee may cause substantial financial loss for which Cxxx will be responsible.

Non-Solicitation. During Participant’s Service The EMPLOYEE hereby covenants and agrees that during the entire period of Employment of the EMPLOYEE with the COMPANY and for two 2(two) years after the termination of Participant’s Service for any the Employment (regardless of reason whatsoeverof termination) thereof, Participant shall not, directly or indirectly, on his/her own behalf or on behalf of or in conjunction with any person or legal entity: (i) solicit, canvass, entice away, induce or retain (or endeavor to solicit, canvass, entice away, induce or retain) in any capacity and in any manner any of the current or past employees of the COMPANY AND ITS AFFILATESto the detriment of the COMPANY AND ITS AFFILATES or induce or attempt to solicit or induce any employee, consultant, or independent contractor such persons to leave services of the Company (eachCOMPANYAND ITS AFFILATES, whether or not such person would commit a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company;breach of contract by reason of leaving service; or (ii) solicit, induce canvass or attempt entice away (or endeavor to solicit solicit, canvass or induce entice away) any Service Provider clients, customers, suppliers, vendors, agents, contact of the COMPANY AND ITS AFFILATES, existing or past, for his/her benefit or for the benefit of any person other than the COMPANYAND ITS AFFILATES or to work forterminate, render services tocease dealing or otherwise adversely modify their relationship or contract with the COMPANY AND ITS AFFILATES, provide advice toin any way, or supply Confidential Information knowingly encourage or trade secrets influence any existing clients, customers, suppliers, vendors, agents, contact of the Company COMPANY AND ITS AFFILATES, to do the business with any third other person, firm, or entity;; or (iii) employact as an advisor, consultant, trustee or otherwise pay agent for services rendered byany third person or promote, any Service Provider start, engage in any business enterprise that directly or indirectly relates to any Competing Product or development which competes with which Participant may be associated, connected or affiliated;any business of the COMPANY AND ITS AFFILATES. (iv) call upon, induce sell, deliver to, or attempt to induce accept business or orders from any current past, present or potential customer, vendor, supplier, licensee, licensor or other business relation prospective customers of the Company for COMPANY AND ITS AFFILATES. The EMPLOYEE shall not request any customers of any business which is being conducted or contemplated by the purpose of soliciting COMPANY AND ITS AFFILATES to curtail or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing cancel their business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityCOMPANY.

Non-Solicitation. During Participant’s Service and for two years after The Participant agrees that, during the termination of Participant’s Service for any reason whatsoeverRestrictive Period, the Participant shall not: not (ia) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor supplier or other business relation of party with whom or which the Company for or any Affiliate did business during the purpose of soliciting Participant’s Service with the Company and with whom or selling products which the Participant had contact during his or services in direct competition her Service with the Company or to induce any such person Affiliate to cease or refrain from doing business with the CompanyCompany or such Affiliates, or in any way interfere with or attempt to interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for its Affiliates and any existing customer, supplier or other party with whom or which the Company made an acquisition analysis for or its Affiliates did business during the purpose Participant’s Service with the Company or any Affiliate and with whom or which the Participant had contact during his or her Service with the Company or any Affiliate, the effects of acquiring such entity; or (vi) assistwhich would tend to divert, solicitdiminish, or encourage any other person, directly prejudice the goodwill or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider business of the Company or any Affiliate, or (b) with respect to carry out anyone who worked for the Company or any Affiliate (hereinafter the “Company Employee”), (i) hire, employ or retain the services of (including , without limitation, as an employee or independent contractor) of any such activityCompany Employee, (ii) directly or indirectly interfere with or attempt to interfere with any Company Employee and/or representative or agent of the Company or its Affiliates, or (iii) induce or attempt to induce any Company Employee to leave the employ of the Company or its Affiliates, whether or not such person is employed or engaged pursuant to a contract with the Company or its Affiliates, or otherwise engaged at will, or violate the terms of their contracts, or any employment arrangements, with the Company or its Affiliates; provided, that, while the foregoing shall not prohibit a general solicitation to the public by general advertising, hiring any person identified in this Section 5 as a result of such general solicitation is prohibited during the Restrictive Period.

Non-Solicitation. During Participant’s Service The EMPLOYEE hereby covenants and agrees that during the entire period of Employment of the EMPLOYEE with the COMPANY and for two 2(two) years after the termination of Participant’s Service for any the Employment (regardless of reason whatsoeverof termination) thereof, Participant shall not: (i) , directly or indirectly, on his/her own behalf or on behalf of or in conjunction with any person or legal entity: solicit, canvass, entice away, induce or attempt retain (or endeavor to solicit or induce any employeesolicit, consultantcanvass, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicitentice away, induce or attempt to solicit or induce retain) in any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets capacity and in any manner any of the Company to any third person, firm, current or entity; (iii) employ, past employees of the COMPANY AND ITS AFFILATESto the detriment of the COMPANY AND ITS AFFILATES or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation such persons to leave services of the Company COMPANYAND ITS AFFILATES, whether or not such person would commit a breach of contract by reason of leaving service; or solicit, canvass or entice away (or endeavor to solicit, canvass or entice away) any clients, customers, suppliers, vendors, agents, contact of the COMPANY AND ITS AFFILATES, existing or past, for his/her benefit or for the purpose benefit of soliciting any person other than the COMPANYAND ITS AFFILATES or selling products to terminate, cease dealing or services in direct competition otherwise adversely modify their relationship or contract with the Company COMPANY AND ITS AFFILATES, in any way, or knowingly encourage or influence any existing clients, customers, suppliers, vendors, agents, contact of the COMPANY AND ITS AFFILATES, to induce do the business with any such other person; or act as an advisor, consultant, trustee or agent for any third person or promote, start, engage in any business that directly or indirectly relates to cease any Competing Product or refrain development which competes with any business of the COMPANY AND ITS AFFILATES. call upon, sell, deliver to, or accept business or orders from doing any past, present or prospective customers of the COMPANY AND ITS AFFILATES. The EMPLOYEE shall not request any customers of any business which is being conducted or contemplated by the COMPANY AND ITS AFFILATES to curtail or cancel their business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityCOMPANY.

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicitDuring the Restricted Period, induce the Executive will not, and will not assist any other Person to directly or attempt to indirectly, (A) solicit or induce encourage any employee, consultant, or independent contractor customer of the Company (each, a “Service Provider”) or any of its Affiliates to leave terminate or otherwise terminate such Service Provider’s diminish its relationship with them; or (B) seek to persuade any such customer or prospective customer of the Company, Company or in any way interfere adversely of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the relationship between Company or any of its Affiliates; provided, however, that these restrictions shall apply (I) only with respect to any Person who is or has been a customer of the Company or any of its Affiliates at any time within the immediately preceding two (2)-year period prior to the date of Executive’s termination of employment or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such Service Provider two (2)-year period, other than by form letter, blanket mailing or published advertisement, and (II) only if the Company; (ii) solicit, induce Executive has performed work for such Person during the Executive’s employment with the Company or attempt to solicit one of its Affiliates or induce any Service Provider to work for, render services to, provide advice been introduced to, or supply otherwise had contact with, such Person as a result of the Executive’s employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information or trade secrets which would assist in the Executive’s solicitation of such Person. Notwithstanding anything in this Section 10(b) to the Company to any third personcontrary, firm, or entity; (iii) employ, or otherwise pay the Executive may solicit customers and prospective customers for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation purposes of the Company for the purpose of soliciting providing or selling products or services in direct competition that do not compete with the Business. For purposes of this section 10(b)(i), the term “customer” shall include without limitation any Company customer, client, supplier, vendor, partner, reseller, service provider, broker, agent or any other material business relation of the Company. (ii) During the Restricted Period, the Executive will not, and will not assist any other Person to, (A) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to induce persuade any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by employee of the Company or for which the Company made an acquisition analysis for the purpose any of acquiring such entity; or its Affiliates to discontinue employment or (viB) assist, solicit, solicit or encourage any other person, directly independent contractor providing services to the Company or indirectly, in carrying out any activity set forth above that would be prohibited by any of its Affiliates to terminate or diminish such independent contractor’s relationship with them. For the provisions purposes of this Agreement if such activity were carried out by Participant. In particularAgreement, Participant will not, directly an “employee” or indirectly, induce any Service Provider an “independent contractor” of the Company to carry out or any of its Affiliates is any Person who was such activityat any time within the preceding two (2) years.

Non-Solicitation. During Participant’s Service the Employment Period and for two years after twelve (12) months thereafter (the termination of Participant’s Service for any reason whatsoever“Restricted Period”), Participant Employee shall not, without the prior written consent of the Board, directly or indirectly: (i) solicit, induce solicit any employee or attempt to solicit or induce any employee, consultant, or independent contractor consultant of the Company and/or any of its subsidiaries or encourage such employee or consultant to leave such employment or engagement, except pursuant to a general solicitation which is not directed specifically to any such employees or consultants, or hire or engage any such employee or consultant; provided, however, that nothing in this Section 7(b)(i) shall prevent Employee from hiring (x) any employee or consultant whose employment or engagement has been terminated by the Company (y) after one hundred eighty (180) days from the date of termination or employment or engagement, any employee or consultant whose employment or engagement has been terminated by such employee or consultant or (z) any consultant, so long as such consultant is not engaged by Employee to provide services for a Competitive Business (as defined below). Notwithstanding the foregoing and for the avoidance of doubt, a general solicitation published in a newspaper, over the Internet or through other publication of general circulation (including without limitation, LinkedIn and other social media) that is not specifically targeted at the Company’s employees, agents, consultants or representatives shall not be deemed to violate this Section 7(b)(i); or (ii) (A) solicit, or encourage, entice or make an offer or proposal to any customer, client, supplier, vendor, licensor, licensee, partner or joint venturer (each, a “Service ProviderCompany Business Relationship”) to leave that is or otherwise terminate such Service Provider’s relationship was engaged by or doing business with the CompanyCompany or its subsidiaries at any time during the Employment Period, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company each case for the purpose of soliciting obtaining business or selling products contracts related to or services otherwise in direct competition connection with or for the benefit of any Competitive Business; (B) solicit, entice, encourage, cause or seek to cause any Company Business Relationship to not do business with, or to terminate or reduce or change the level or nature of business done with, or to adversely influence or alter its relationship with, the Company or its subsidiaries; or (C) divert or take away, or attempt to divert or take away, any Company Business Relationship from being engaged by or doing business with the Company or to induce any such person to cease or refrain from doing business its subsidiaries in connection with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose benefit of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityCompetitive Business.

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor In further consideration of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of payment by the Company to any third personExecutive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, firmwithout limitation, or entity; (iiipursuant to Sections 3 and 4 hereof) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or and other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon obligations undertaken by the Company or for which hereunder, Executive agrees that during his employment and the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assistSeverance Term, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will he shall not, directly or indirectly, induce (i) solicit, encourage or attempt to solicit or encourage any Service Provider of the employees, agents, consultants or representatives of the Company or any of its affiliates to carry out terminate his, her, or its relationship with the Company or such affiliate; (ii) solicit, encourage or attempt to solicit or encourage any of the employees of the Company or any of its affiliates to become employees or consultants of any other person or entity; (iii) solicit, encourage or attempt to solicit or encourage any of the consultants of the Company or any of its affiliates to become employees or consultants of any other person or entity, provided that the restriction in this clause (iii) shall not apply if (A) such activitysolicitation, encouragement or attempt to solicit or encourage is in connection with a business which is not a Competing Business and (B) the consultant’s rendering of services for the other person or entity will not interfere with the consultant’s rendering of services to the Company; (iv) solicit or attempt to solicit any customer, vendor or distributor of the Company or any of its affiliates with respect to any product or service being furnished, made, sold or leased by the Company or such affiliate, provided that the restriction in this clause (iv) shall not apply if such solicitation or attempt to solicit is (A) in connection with a business which is not a Competing Business and (B) does not interfere with, or conflict with, the interests of the Company or any of its affiliates; or (v) persuade or seek to persuade any customer of the Company or any affiliate to cease to do business or to reduce the amount of business which any customer has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and such customer was originally established in whole or in part through Executive’s efforts. For purposes of this Section 5.3 only, the terms “customer,” “vendor” and “distributor” shall mean a customer, vendor or distributor who has done business with the Company or any of its affiliates within twelve months preceding the termination of Executive’s employment.

Non-Solicitation. During ParticipantIn consideration for the Purchase Price payable hereunder, Seller covenants and agrees with Buyer that, except with the prior written consent of Buyer (which consent may be withheld or given in Buyer’s Service sole discretion), during the period commencing on the Closing Date and for two years expiring on the day that is [***] months after the termination of Participant’s Service for any reason whatsoeverClosing Date, Participant Seller shall not: , and shall cause its Affiliates and all of their respective Representatives not to, directly or indirectly, in any capacity whatsoever: (i) solicit, induce hire or attempt to solicit or induce any employee, consultant, or independent contractor current employee of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between induce or encourage any such Service Provider and the Company; employee to leave such employment, or hire any such employee who has left such employment less than [***]prior to Closing; (ii) solicit, induce or entice, or attempt to solicit solicit, induce or induce entice, any Service Provider to work for, render services to, provide advice to, suppliers or supply Confidential Information or trade secrets customers of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor suppliers or other business relation customers of the Company for the purpose purposes of soliciting or selling products diverting their business or services in direct competition from the Company; or (iii) discourage any suppliers or customers of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to Closing. Notwithstanding the foregoing, hiring or engaging any individual or contractor who (A) applies for a position in response to induce an advertisement in a publication or medium of general circulation that is not specifically targeted to individuals or independent contractors who are or have been engaged by or associated with the Company, (B) is identified through an employee recruiting or search firm engaged to conduct a search that does not specifically target any such person to cease employees or refrain from doing business independent contractors who are or have been engaged by or associated with the Company, or in any way interfere with the then-existing (C) is terminated by Buyer or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is its Affiliates shall not constitute a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions violation of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activitySection 10.1.

Non-Solicitation. During Participant’s Service the period Employee is performing services for the Employer and for two years after a period of one (1) year following the termination of Participant’s Service the Employee's services for the Employer for any reason whatsoeverreason, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with Employee agrees that the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant Employee will not, directly or indirectly, for the Employee's benefit or for the benefit of any other person, firm or entity, do any of the following: ​ (i) solicit or attempt to solicit from (i) any customer that Employee serviced or learned of while in the employ of the Employer ("Customer"), (ii) any potential customer of the Employer which has been the subject of a known written or oral bid, offer or proposal by the Employer, or of substantial preparation with a view to making such a bid, proposal or offer, within twelve months prior to such Employee's termination ("Potential Customer"), or (iii) referral sources or prospective referral sources which are actively being sought by Employer at the time of Employee’s termination (a “Referral Source”), business of a similar nature or related to the business of the Employer; (ii) accept any business from, or perform any work or services for, any Customer, Potential Customer or Referral Source, which business, work or services is similar to the business of the Employer; (iii) cause or induce or attempt to cause or induce any Service Provider Customer, Potential Customer, Referral Source, licensor, supplier or vendor of the Company Employer to carry out reduce or sever its affiliation with the Employer; (iv) solicit the employment or services of, or hire or engage, or assist anyone else to hire or engage, any person who was known to be employed or engaged by or was a known employee of or consultant to the Employer upon the termination of the Employee's services to the Employer, or within twelve months prior thereto; or (v) otherwise interfere with the business or accounts of the Employer. ​ For purposes hereof, "solicitation" shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or requesting such activityCustomer, Potential Customer, Referral Source, licensor, supplier, vendor, employee or consultant to materially alter its business relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.

Non-Solicitation. During Participant’s Service the Term and for two years the twelve (12) month period after the termination of ParticipantExecutive’s Service employment relationship with the Company for any reason whatsoeverreason, Participant shall including, without limitation, as a result of a voluntary termination by Executive or involuntary termination by Company, Executive will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company: (i) solicitSolicit, induce induce, encourage, or attempt participate in soliciting, inducing or encouraging any person known (or should have been known) to solicit Executive to be an employee, consultant, or induce any independent contractor of Company (or was an employee, consultant, or independent contractor of the Company in the twelve (each, a “Service Provider”12) moths prior to the Termination Date) to leave terminate his or otherwise terminate such Service Provider’s her relationship with the Company, even if Executive did not initiate the discussion or in any way interfere adversely with seek out the relationship between any such Service Provider and the Companycontact; (ii) solicitSolicit, induce induce, encourage, or attempt participate in soliciting, inducing, or encouraging any person known to solicit Executive (or induce any Service Provider should have been known to work forExecutive) to be an employee, consultant, or independent contractor of Company to terminate his or her relationship with Company to render services toto Executive or any other person or entity that researches, develops, markets, sells, performs or provides or is preparing to develop, market, sell, perform or provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entityConflicting Services (as defined below); (iii) Hire, employ, or otherwise pay for services rendered byengage in a business venture with as partners or owners or other joint capacity, or attempt to hire, employ, or engage in a business venture as partners or owners or other joint capacity, with any Service Provider in any business enterprise with which Participant may be associatedperson then employed by Company or who has left the employment of Company within the preceding twelve (12) months to research, connected develop, market, sell, perform or affiliatedprovide Conflicting Services; (iv) call uponSolicit, induce or attempt to induce any current Customer or potential customerPotential Customer (as defined below), vendorto terminate, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Companydiminish, or materially alter in any way interfere a manner harmful to Company its relationship with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon Solicit or assist in the solicitation of any entity that is a prospective acquisition candidate that Participant knows Customer or has reason Potential Customer to know was called upon by the Company induce or attempt to induce such Customer or Potential Customer to purchase or contract for which the Company made an acquisition analysis for the purpose of acquiring such entityany Conflicting Services; or (vi) assistPerform, solicit, provide or encourage attempt to perform or provide any other person, directly Conflicting Services for a Customer or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityPotential Customer.

Non-Solicitation. During Participant’s Service Except as otherwise provided in Section 9.3 and for two years after the termination of Participant’s Service for any reason whatsoeverin Section 7.10(d), Participant Seller shall not, and shall procure that the Persons listed in Exhibit 9.2 and Seller’s Affiliates (other than the Companies) shall not, in any manner whatsoever during the time periods and in the regions set forth in Exhibit 9.2, either individually or in partnership or jointly or in conjunction with any other Person: (ia) solicitsolicit or endeavor to entice away, induce either directly or attempt indirectly, personally or through other individuals or legal entities, any customer, prospective customer or any Person who has been a customer of the Seller Parties in relation to the conduct of the Business, any of the Companies or their respective Affiliates in order to sell such customer, prospective customer or Person any products or offerings that are competitive with the Current Offerings, substitutions therefor or enhancements or modifications thereto, licensed, distributed or sold by Purchaser or any of Purchaser’s Affiliates that carry on the Business after the Closing; (b) solicit or endeavor to entice away, either directly or indirectly, personally or through other individuals or legal entities, any employee or executive of Purchaser or any of the Companies who was involved in the operation of the Business in any position whatsoever prior to the Closing Date to leave such employment/position; and (c) directly or indirectly hire, engage, retain the services of, solicit or induce any to perform services (as an employee, consultant, or independent contractor of the Company (each, a “Service Provider”or otherwise) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting developing, marketing, licensing, selling, distributing or selling otherwise providing or offering any products or services in direct competition offerings that are competitive with the Company or to induce Current Offerings, any such person to cease or refrain from doing business with the Companyindividuals who are, or in any way interfere with were during the then-existing twelve (12) month period immediately preceding the date of such solicitation, employees, consultants or potential business relationship between any such current independent contractors of Purchaser or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of Purchaser’s Affiliates that carry on the provisions Business after the Closing without the prior written consent of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityPurchaser.

Non-Solicitation. 5.1 During Participant’s Service the period commencing on the date of this Agreement and for terminating on the earlier of (i) the date that the Recipient and the Company complete a transaction relating to the Potential Transaction, subject to the terms of the transaction documentation; and (ii) two years after the termination of Participant’s Service for any reason whatsoeverdate hereof, Participant shall the Recipient will not, and will direct its Representatives not to: (ia) solicit, induce or attempt to solicit or induce any employee, consultantinitiate, or independent contractor continue any contact or discussion with the Company or with any of its directors, officers, employees or consultants on contract, which relates to (A) the Potential Transaction (except with the express prior consent of the Company) or (B) any employment or other engagement with the Recipient or any of its affiliates. Notwithstanding the foregoing, nothing prevents the Recipient from: (i) soliciting employment by placement of general advertisements or other form of general solicitation for employees or through recruiting and professional search firms, employment agencies or similar entities (provided such placement or recruitment is not part of a pre-conceived plan with a director, officer, employee of, or consultant on contract with, the Company) and hiring respondents thereto, (ii) soliciting or hiring or engaging any such person whose employment with the Company or any of the Company’s direct or indirect subsidiaries has been terminated at least three months prior to the commencement of any such solicitation or employment discussions between the Recipient and such person, or (iii) any solicitation or hiring or engagement by a portfolio company of an investment fund managed by the Recipient or any of its affiliates, with whom the portfolio company or affiliate did not first come in contact with such person through a management presentation or this process. For greater certainty, the foregoing provision shall not prohibit the Recipient and its Representatives from contacting any directors, officers, employees or consultants on contract of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship in the ordinary course of business outside the scope of the Potential Transaction and consistent with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company;past practice; or (iib) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendorclient, supplier, licenseereferral source, licensor or other person or entity known by the Recipient as having business relation of the Company for the purpose of soliciting or selling products or services in direct competition relations with the Company on or prior to induce any such person the date of this Agreement to cease or refrain from doing such business relationship with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participant’s Service Seller hereby agrees that, during the period beginning on, and for two ending three (3) years after after, the termination of Participant’s Service for any reason whatsoeverClosing Date, Participant Seller shall not: (ia) solicitsolicit for employment or employ any Person who is an employee of, consultant to or agent of any of the Company or any of its Subsidiaries as of the Closing Date (other than Persons terminated without cause by such entity) or induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt encourage others to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current such Person to (i) terminate such Person’s employment with such employer (in the case of an employee) or potential customer, vendor, supplier, licensee, licensor cease providing its services to such entity (in the case of a consultant or sales or other business relation commercial representative), provided, that nothing herein shall prevent (x) general solicitations through advertising or similar means which are not specifically directed at employees of, consultants to or agents of any of the Company for the purpose or its Subsidiaries or (y) solicitations through any means of soliciting any employee, consultant or selling products or services in direct competition with agent of any of the Company or to induce its Subsidiaries whose relationship with such entity is terminated by such entity, nor prohibit the hiring of any such person Person responding to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entitysolicitations; or (vib) assistdivert, solicit or attempt to divert or solicit, or assist or encourage any other personPerson in diverting, directly soliciting or indirectly, in carrying out attempting to divert any activity set forth above that would be prohibited by any of customer or supplier prior to the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider Closing Date of the Company or any of its Subsidiaries to carry out or for any such activitycompetitor or supplier of the Company or any of its Subsidiaries in connection with or with respect to the provision of any products or services competitive with those products and services provided by the Company of any of it Subsidiaries prior to the Closing Date.

Non-Solicitation. During Participant’s Service and for two years [[TIME]] after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicitSolicit, induce induce, or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company;; 3 (ii) solicitSolicit, induce induce, or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, Employ or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected connected, or affiliated; (iv) call Call upon, induce induce, or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor licensor, or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor licensor, or other business relation and the Company; (v) call Call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assistAssist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participant’s Service Each Seller agrees that, without the prior written consent of Purchaser, it shall not, and for two shall cause its respective Affiliates not to, directly or indirectly: (a) during the period beginning on the Closing Date and ending four (4) years after the termination of Participant’s Service for any reason whatsoeverClosing Date, Participant shall not: (i) solicit, induce hire or attempt to solicit or induce any employ (whether as an employee, consultant, or agent, independent contractor of the Company (each, a “Service Provider”or otherwise) to leave or otherwise terminate such Service Provider’s relationship with the Companyany Employee set forth on Schedule 10.4(a), or (ii) contact, approach or solicit, in any way interfere adversely with each case, for the relationship between purpose of offering employment (whether as an employee, consultant, agent, independent contractor or otherwise), to any such Service Provider and the CompanyEmployee; (b) during the period beginning on the Closing Date and ending two (2) years after the Closing Date, (i) hire or employ (whether as an employee, consultant, agent, independent contractor or otherwise) any employee of Purchaser or its Affiliates, with whom such Seller has had contact in connection with the Transaction, or (ii) contact, approach or solicit, induce in each case for the purpose of offering employment (whether as an employee, consultant, agent, independent contractor or attempt to solicit otherwise), any employee of Purchaser or induce its Affiliates, with whom such Seller has had contact in connection with the Transaction; provided that the foregoing (i) shall not restrict general solicitations of employment through advertisements or other similar means that are public and not directed specifically at such employees and (ii) shall not restrict hiring or retention of any Service Provider to work for, render services to, provide advice to, such employees who have been terminated by the Purchaser or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity;its Affiliates (including RTH and Subsidiaries); or (iiic) employduring the period beginning on the Closing Date and ending five) years after the Closing Date, or otherwise pay for services rendered bysolicit, any Service Provider in any business enterprise with which Participant may be associatedinduce, connected or affiliated; (iv) call upon, induce encourage or attempt to induce [*], or any current or potential customer, vendorclient, supplier, licensee, licensor supplier or other Person having a business relation of the Company for the purpose of soliciting or selling products or services in direct competition relationship with the Company or the Subsidiaries or relating to induce the Business to (i) cancel, terminate, alter or reduce its business or relationship with Purchaser or any such person to cease or refrain from doing business with of its Affiliates, including the CompanyCompany and the Subsidiaries, or in any way interfere with the then-existing or potential (ii) not enter into a business relationship between with Purchaser or any such current or potential customerof its Affiliates, vendor, supplier, licensee, licensor or other business relation including the Company and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activitySubsidiaries.

Non-Solicitation. During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not: (i) solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company;; DM#25447v2 (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

Non-Solicitation. During Participant’s Service In view of the unique and for two years after valuable services it is expected Employee will render to the termination Companies, Employee's knowledge of Participant’s Service for any reason whatsoeverthe customers, Participant shall nottrade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Companies it is expected Employee will obtain, and in consideration of the compensation to be received hereunder, Employee agrees: (i) that he will not during the Employment Period directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from any of the Companies any of its suppliers, customers, contractors, consultants, or employees; and (ii) for a period of twelve months after he ceases to be employed by any of the Companies under this Agreement or otherwise that neither he nor any of his affiliates will: (A) intentionally solicit, induce or attempt to solicit or induce any employee, consultantcontractor, consultant of any of the Companies to terminate his or his employment therewith or hire/contract any person who within twelve (12) months preceding such hiring had been employed thereby; provided, however, that this subsection (A) shall not prohibit such action with respect to any person whose employment is terminated or suspended by any of the Companies; and (B) in any manner, other than fair competition, intentionally (1) cause or attempt to cause any customer, supplier or other independent contractor of any of the Company (eachCompanies to reduce the level of business theretofore conducted by such customer, a “Service Provider”) to leave supplier or otherwise terminate such Service Provider’s relationship with the Companyother independent contractor, or in to cease doing business, with any way interfere adversely with of the relationship between any such Service Provider and the Company; Companies, or (ii2) solicit, induce discourage or attempt to solicit or induce discourage any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity; (iii) employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated; (iv) call upon, induce or attempt to induce any current or potential prospective customer, vendor, supplier, licensee, licensor supplier or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain independent contractor from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activityCompanies.

Non-Solicitation. During Participant’s Service the Advisory Period and for two the period ending five (5) years after following the termination of Participant’s Service for any reason whatsoeverTermination Date, Participant Xxxx shall not: , directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) solicithire, induce seek to hire or solicit the employment or service of any employee, agent or consultant of the Company or its Subsidiaries and affiliates in a commercial capacity; (ii) in any manner attempt to solicit influence or induce any employee, consultant, agent or independent contractor consultant of the Company (each, a “Service Provider”) or its Subsidiaries and affiliates to leave the employment or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company; (ii) solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets service of the Company to any third person, firm, or entity; its Subsidiaries and affiliates; (iii) employuse or disclose to any person, partnership, association, corporation or otherwise pay for services rendered byother entity any information concerning the names and addresses of any employees, any Service Provider in any business enterprise with which Participant may be associatedagents or consultants of the Company or its Subsidiaries and affiliates unless such use or disclosure is of a personal nature, connected is requested by the Company or affiliated; is required by due process of law; or (iv) call upon, induce solicit, divert or attempt to induce call upon, solicit or divert the business of any current or potential customer, vendor, supplier, licensee, licensor vendor or other business relation acquisition prospect of the Company for the purpose or any of soliciting its Subsidiaries or selling products or services in direct competition affiliates with whom the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company; (v) call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or (vi) assist, solicit, or encourage any other persondealt, directly or indirectly, in carrying out any activity set forth above that would during his engagement with the Company or its Subsidiaries or affiliates. Xxxx shall not be prohibited from hiring or soliciting the employment or service of an agent or consultant of the Company for purposes which do not violate Section 4(a) of this Agreement. Xxxx agrees and stipulates that in any action or claim brought by him or in any of action or claim brought against him involving the provisions of this Agreement if such activity were carried out by Participant. In particularSection 4, Participant will notXxxx hereby waives any claim or defense that the above non-solicitation covenants are unenforceable, directly void or indirectlyvoidable, induce for any Service Provider reason, including, but not limited to, fraud, misrepresentation, illegality, unenforceable restraint of the Company to carry out trade, failure of consideration, illusory contract, mistake, or any such activityother substantive legal defense.