Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without Seller agrees that, for the prior consent of WMB, during period commencing on the term Closing Date and expiring on the second anniversary of the Transition Services Agreement and for a period Closing Date, neither it nor any of one year thereafter, WPX will not its Affiliates shall directly or indirectly (and will cause each other WPX Entity not toi) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement employment or any Ancillary Agreement, similar arrangement any Employee or (ii) with whom hire or assist any WPX Entity hasother Person in hiring any such Employee; provided, or will havehowever, more than incidental contact pursuant that this Section 6.15(a) (x) shall not apply to this Agreement Employees who have not been employed by Buyer or any Ancillary Agreementof its Affiliates (including the Transferred Entities) at any time during the six months prior to the applicable inducing, encouraging, soliciting or hiring, (y) shall not apply to Persons whose employment was terminated by Buyer or any of its Affiliates and (z) shall not prohibit general solicitations for employment through advertisements or other means (including the hiring of any Person resulting therefrom that is not known to be an Employee and the hiring of any Person resulting therefrom whose base salary will be less than $400,000 per year, in each case, to the extent that the solicitation was non-targeted). (b) Without Buyer agrees that: (i) for the prior consent period commencing on the date of WPX, during this Agreement and expiring on the term second anniversary of the Transition Services Closing Date, neither it nor any of its Affiliates (including the Transferred Entities following the Closing) shall directly or indirectly (A) induce or encourage or solicit any employee of Seller or any of its Affiliates (other than any Employee) with whom Buyer or any of its Affiliates had contact with in connection with the consideration of the transactions contemplated hereby to leave such employee’s employment or to accept any other position or employment with Buyer or any of its Affiliates (including the Transferred Entities following the Closing) or (B) hire or assist any other Person in hiring such employee; (ii) for the period commencing on the date of this Agreement and expiring at the Closing, neither it nor any of its Affiliates shall directly or indirectly (A) induce or encourage or solicit any Employee to leave such Employee’s employment with Seller or any of its Affiliates (including the Transferred Entities) prior to the Closing or (B) hire or assist any other Person in causing such Employee to leave such Employee’s employment with Seller or any of its Affiliates (including the Transferred Entities) prior to the Closing; and (iii) if this Agreement is terminated prior to the Closing for a period commencing on the date on which this Agreement is terminated and expiring on the first anniversary of one year thereaftersuch termination, WMB will not (and will cause each other WMB Entity not to) solicit for employment, neither it nor any of its Affiliates shall directly or indirectly, indirectly (A) induce or encourage or solicit any employee of WPX involved Employee in the performance of WPX obligations under this Agreement respect to whom Buyer or any Ancillary Agreementof its Affiliates received information in connection with the consideration of the transactions contemplated hereby to leave such Employee’s employment or to accept any other position or employment with Buyer or any of its Affiliates or (B) hire or assist any other Person in hiring such Employee; provided, however, that this Section 6.15(b) (x) shall not apply to employees (including Employees) who have not been employed by Seller or any of its Affiliates at any time during the six months prior to the applicable inducing, encouraging, soliciting or hiring, (y) shall not apply to Persons whose employment was terminated by Seller or any of its Affiliates and (z) shall not prohibit general solicitations for employment through advertisements or other means (including the hiring of any Person resulting therefrom whose base salary will be less than $400,000 per year to the extent that such solicitation is not specifically targeted); provided that Seller may not hire any Employee as a result of such general solicitation if such hiring would otherwise be prohibited by this Section 6.15(b). (c) With respect Notwithstanding anything in this Agreement to each of Sections 6.3(a) and 6.3(b) abovethe contrary, the prohibition on solicitation shall extend 90 days after parties intend that the termination of any employee’s employment or, covenants and other obligations set forth in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, this Section 6.15 shall be deemed a breach of this Section 6.3, unless the advertisement subject to equitable enforcement (including specific performance and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitioninjunctive relief). (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without For a period of twelve (12) months following the prior consent of WMBEmployee’s termination for any reason, the Employee will not, either alone or in association with others, (i) recruit or solicit any person who was employed by the Company or engaged as an independent contractor at any time during the term period of the Transition Services Agreement and Employee’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly six months or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreementlonger, or (ii) hire or engage as an independent contractor any person who was employed by the Company at any time during the period of the Employee’s employment with whom any WPX Entity hasthe Company, except for an individual whose employment with the Company has been terminated for a period of six months or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreementlonger. (b) Without the prior consent If any restriction set forth in this Section 4 is found by any court of WPX, during the term of the Transition Services Agreement and competent jurisdiction to be unenforceable because it extends for too long a period of one year thereaftertime or over too great a range of activities or in too broad a geographic area, WMB will not (and will cause each other WMB Entity not to) solicit for employmentit shall be interpreted to extend only over the maximum period of time, directly range of activities or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementgeographic area as to which it may be enforceable. (c) With respect The Employee acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to each be reasonable for such purpose. The Employee agrees that any breach of Sections 6.3(a) this Agreement will cause the Company substantial and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment orirrevocable damage and therefore, in the case event of WMB employeesany such breach, 90 days after in addition to such other remedies which may be available, the cessation of such employee’s involvement in Company shall have the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationseek specific performance and injunctive relief without posting a bond. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach The geographic scope of this Section 6.3shall extend to anywhere the Company or any of its subsidiaries is doing business, unless the advertisement and solicitation is undertaken as a means has done business or has plans to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitiondo business. (e) Each of the parties (i) acknowledges and The Employee agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that during the non-breaching party has been irreparably harmed as a result solicitation period, he will give notice to the Company of each new business activity he plans to undertake, at least ten (10) business days prior to beginning any such breach activity. The notice shall state the name and address of the individual, corporation, association or other entity or organization (iii“Entity”) consents for whom such activity is undertaken and the name of the Employee’s business relationship or position with the entity. The Employee further agrees to provide the Company with other pertinent information concerning such business activity as the Company may reasonably request in order to determine the Employee’s continued compliance with his obligations under this Agreement. The Employee agrees to provide a copy of this Agreement to all person and Entities with whom the Employee seeks to be hired or do business before accepting employment or engagement with any of them. (f) The Employee hereby authorizes the Company to notify others, including but not limited to customers of the Company and any of the Employee’s future employers or prospective business associates, of the terms and existence of this Agreement and the Employee’s continuing obligations to the granting Company hereunder. (g) If the Employee violates the provisions of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies this Section, the Employee shall not be deemed continue to be held by the exclusive remedies for restrictions set forth in this Section, until a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity period equal to the non-breaching partyperiod of restriction has expired without any violation.

Non-Solicitation. (a) Without the prior consent of WMB, during the term terms of the Administrative Services Agreement and the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term terms of the Administrative Services Agreement and the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a7.3(a) and 6.3(b7.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Administrative Services Agreement or the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.37.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 7.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 7.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without During the prior consent of WMB, during the term of the Transition Services Agreement Employment Period and for a period of one year thereafterthereafter (the “Restricted Period”), WPX will Executive shall not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee indirectly through another person or contractor (including any contractor employed by a third party) of the WMB Entities that entity (i) is providing services induce, solicit, encourage or attempt to induce, solicit or encourage any WMB Entity employee of the Company to leave the employ of the Company, or WPX Entity in connection any way interfere with this Agreement or the relationship between the Company and any Ancillary Agreement, employee thereof; or (ii) induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with whom any WPX Entity hasthe Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). The Company covenants that it will havenot, more than incidental contact pursuant to this Agreement and it will advise members of senior management of the Company and the Board not to, make any negative or any Ancillary Agreementdisparaging statements or communications regarding Executive. (b) Without If, at the prior consent time of WPXenforcement of this Section 8, during a court shall hold that the term duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 8 are reasonable and that he has reviewed the provisions of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementwith his legal counsel. (c) With respect to each Executive acknowledges that in the event of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination breach or a threatened breach by Executive of any employee’s employment or, in of the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach provisions of this Section 6.38, unless the advertisement Company would suffer irreparable harm, and, in addition and solicitation is undertaken as a means supplementary to circumvent other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to equitable relief from a court of competent jurisdiction entering an in order finding that to enforce or prevent any violations of the non-breaching party provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 8 (a), the Restricted Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyduly cured.

Non-Solicitation. (a) Without Employee agrees and acknowledges that Employee's services hereunder are of a special, unique, extraordinary character, that Employee's employment with the prior consent Company places Employee in a position of WMBconfidence and trust and that Employee's services hereunder necessarily will require the disclosure to Employee of Confidential Information of the Company. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that Employee make the covenants contained herein and that Company is relying upon and is induced by the agreements made by Employee in this paragraph. Accordingly, Employee agrees that during the term of the Transition Services this Agreement and for a two (2) year period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employmentEmployee shall not, except on behalf of the Company, directly or indirectly, any employee or contractor (including any contractor employed by a third party) and regardless of the WMB Entities that reason for the cessation of Employee's employment (i) is providing services attempt in any manner to persuade any WMB Entity third party to cease to do business, or WPX Entity to reduce the amount of business which any such party customarily has done or contemplates doing, with the Company, whether or not the relationship between the Company and such third party was originally established in connection with this Agreement whole or any Ancillary Agreement, in part through Employee's efforts; or (ii) with whom any WPX Entity hason Employee's own behalf or otherwise, hire, solicit, seek to hire, or will have, more than incidental contact pursuant offer employment to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPXperson who is, during any such time period, an employee of or independent contractor with the term of the Transition Services Agreement and for a period of one year thereafterCompany, WMB will not (and will cause each or in any other WMB Entity not to) solicit for employmentmanner attempt, directly or indirectly, to influence, induce or encourage any employee such person to leave the employ of, or terminate or diminish such person's business relationship with, the Company. As used in this paragraph, the verb 'employ' shall include its variations, for example, retain or engage; and the "Company" shall include Jenkon International, Inc. and each of WPX involved its direct or indirect subsidiaries. The covenants of Employee set forth in this Section 6 are made in consideration of the performance payments made to Employee pursuant to this Agreement, the receipt, adequacy and sufficiency of WPX obligations under which are acknowledged by Employee, and such covenants have been made by Employee to induce the Company to enter into this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without the prior consent of WMBYou acknowledge that, during the term of Term, you will have access to Confidential Information and trade secrets which, if disclosed, would assist in interference with the Transition Services Agreement Company and its Affiliates, and that you will also generate good will for a period of one year thereafterthe Company and its Affiliates. Therefore, WPX will not (you agree that the following restrictions on your activities during and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s your employment orare necessary to protect the good will, in Confidential Information and trade secrets of the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationCompany and its Affiliates. (di) Neither You agree that during the publication Restricted Period you will not, directly or through any other Person, hire or solicit for hiring any employee of classified advertisements in newspapers, periodicals, Internet bulletin boards, the Company or other publications any of general availability its Affiliates or circulation, nor seek to persuade any employee of the consideration and hiring Company or any of persons responding its Affiliates to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitiondiscontinue his/her employment. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents You agree that, during the Restricted Period, you will not disparage or criticize the Company, its Affiliates, their business, their management or their products or services. Nothing in this paragraph shall preclude you from (a) giving truthful testimony under oath in response to a court of competent jurisdiction entering subpoena or other lawful process or in connection with enforcing any rights or defending any claims hereunder or (b) giving truthful answers in response to an order finding that the non-breaching party has been irreparably harmed as or directive of a result of any such breach and governmental agency or regulatory organization. (iii) consents You agree that during the Restricted Period you will not, directly or through any other Person, solicit or encourage any customer or prospective customer of the Company or any of its Affiliates or any independent contractor providing services to the granting Company or any of injunctive relief without proof its Affiliates to terminate or diminish its relationship with them. (iv) For purpose of actual damages as a remedy for your obligations hereunder after your employment terminates, an employee, independent contractor, customer, and/or prospective customer includes only those who are such on the date your employment terminates or at any such breach. Such remedies shall not be deemed to be time during the exclusive remedies for a breach preceding six (6) months. (v) The term “Restricted Period” means the period during which you are employed by the Company and the twenty-four (24) month period immediately following termination of this Section 6.3 but shall be in addition to all other remedies available at law or equity to your employment, regardless of the non-breaching partyreason therefor.

Non-Solicitation. (1) The Company will: (i) immediately cease and cause to be terminated any activities, discussions or negotiations that may be ongoing with respect to an Acquisition Proposal, including terminating all access to documents and information regarding the Company and/or its Subsidiaries, including through a data room; (ii) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring all or part of the Company, any of its Subsidiaries or a portion of their respective assets other than in the Ordinary Course sale of inventory, return or destroy all non-public information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries; and (iii) enforce and not waive (and cause its Subsidiaries to enforce and not waive) the terms of any such confidentiality agreement and any standstill agreement (or similar covenants contained in any other agreement) to which it (or any of its Subsidiaries) is a party relating to an Acquisition Proposal. Except as expressly permitted by this Article 5, until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 7, the Company will not, except as otherwise provided in the Agreement, and the Company will cause its Representatives, its Subsidiaries and its Subsidiaries’ respective Representatives not to, directly or indirectly: (a) Without solicit, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing any non-public information) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) engage or participate in any discussions or negotiations with any Person (other than the prior consent of WMBPurchaser) regarding any Acquisition Proposal; provided however, during that the term Company may ascertain facts from the Person making such Acquisition Proposal for the sole purpose of the Transition Services Agreement Board informing itself about such Acquisition Proposal and the Person that made it and the Company may, for a period of one year thereafterseven (7) Business Days following the receipt of such Acquisition Proposal, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, advise any employee or contractor (including any contractor employed by a third party) Person of the WMB Entities restrictions of this Agreement, communicate with any Person solely for the purpose of clarifying the terms of any inquiry, proposal or offer made by such Person and advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal; (c) (i) is providing services withhold, withdraw, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the Board Recommendation; (ii) make, or permit any WMB Entity Representative of the Company or WPX Entity any of its Subsidiaries to make, any public statement in connection with this Agreement the Meeting by or any Ancillary Agreementon behalf of the Board that would reasonably be expected to have the same effect; or (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Acquisition Proposal (iithe actions in this clause (c), an “Adverse Recommendation Change”); (d) with whom any WPX Entity hasaccept, approve, endorse, recommend, or will havepublicly propose to accept, more than incidental contact pursuant approve, endorse or recommend, or take no position or remain neutral with respect to, any publicly disclosed or publicly announced Acquisition Proposal (it being understood that taking no position with respect to this Agreement a publicly disclosed or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and publicly announced Acquisition Proposal for a period of one year thereafter, WMB no more than five (5) Business Days following the formal announcement of such Acquisition Proposal will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved be considered to be in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach violation of this Section 6.3, unless 5.1 provided the advertisement Board has rejected such Acquisition Proposal and solicitation is undertaken as a means to circumvent or conceal a violation affirmed the Board Recommendation before the end of this provision and/or the hiring party acts with knowledge of this hiring prohibition.such five (5) Business Day period); or (e) Each accept, approve, endorse, recommend or enter into or publicly propose to accept approve, endorse, recommend or enter into, any agreement, any letter of the parties intent, understanding, agreement or arrangement (iother than a confidentiality agreement entered into in compliance with Section 5.2(1)(c)) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party relating to an Acquisition Proposal (or any other member of such party’s Groupan “Alternative Transaction Agreement”), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without For consideration provided under this Agreement, including, but not limited to the prior consent of WMBCompany’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the term of this Agreement he shall not, without the Transition Services Agreement and for a period prior written consent of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employmentthe General Counsel of the Company, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services hire or induce, entice or solicit (or attempt to induce, entice or solicit) any WMB Entity or WPX Entity in connection with this Agreement employee of the Company or any Ancillary Agreement, of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any WPX Entity has, actual contact or will have, more than incidental contact pursuant to this Agreement Confidential Information about while employed by the Company or any Ancillary Agreementan Affiliate. (b) Without The restrictions contained in Section 7(a) are limited to areas or territories within the prior consent United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of WPX, during its products or services at the term time of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary AgreementExecutive’s Separation from Service. (c) With respect Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of Sections 6.3(a) the Company in restraining Executive from competing and 6.3(b) abovethat the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the prohibition on solicitation shall extend 90 days after the termination of any employeeCompany’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed need to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationprotect its Confidential Information. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without Employee agrees and acknowledges that Employee's services hereunder are of a special, unique, extraordinary character, that Employee's employment with the prior consent Company places Employee in a position of WMBconfidence and trust and that Employee's services hereunder necessarily will require the disclosure to Employee of Confidential Information of the Company. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that Employee make the covenants contained herein and that Company is relying upon and is induced by the agreements made by Employee in this paragraph. Accordingly, Employee agrees that during the term of the Transition Services this Agreement and for a twelve (12) month period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employmentEmployee shall not, except on behalf of the Company, directly or indirectly, any employee or contractor (including any contractor employed by a third party) and regardless of the WMB Entities that reason for the cessation of Employee's employment (i) is providing services attempt in any manner to persuade any WMB Entity third party to cease to do business, or WPX Entity to reduce the amount of business which any such party customarily has done or contemplates doing, with the Company, whether or not the relationship between the Company and such third party was originally established in connection with this Agreement whole or any Ancillary Agreement, in part through Employee's efforts; or (ii) with whom any WPX Entity hason Employee's own behalf or otherwise, hire, solicit, seek to hire, or will have, more than incidental contact pursuant offer employment to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPXperson who is, during any such time period, an employee of or independent contractor with the term of the Transition Services Agreement and for a period of one year thereafterCompany, WMB will not (and will cause each or in any other WMB Entity not to) solicit for employmentmanner attempt, directly or indirectly, to influence, induce or encourage any employee such person to leave the employ of, or terminate or diminish such person's business relationship with, the Company. As used in this paragraph, the verb 'employ' shall include its variations, for example, retain or engage; and the "Company" shall include Case Financial, Inc. and each of WPX involved its direct or indirect subsidiaries. The covenants of Employee set forth in this Section 6 are made in consideration of the performance payments made to Employee pursuant to this Agreement, the receipt, adequacy and sufficiency of WPX obligations under which are acknowledged by Employee, and such covenants have been made by Employee to induce the Company to enter into this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without The Company and its Subsidiaries shall, and shall cause their respective Employees, directors and officers, the prior consent of WMBFinancial Advisor, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each counsel or other WPX Entity not to) solicit for employmentrepresentatives or agents, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that : (i) is providing services to immediately cease and terminate any existing discussions or negotiations, if any, with any third party or any agent or representative of any third party in respect of an Alternative Transaction and close and restrict any further access to its electronic data room or the provision of any other confidential information to any WMB Entity other Person (other than the Offeror hereunder) and within three (3) Business Days following the date hereof request the return or WPX Entity destruction of all confidential information previously provided to any other Person in connection therewith. The Company shall immediately advise the Offeror orally and in writing of any response or action by any such party which could reasonably hinder, prevent or delay or otherwise adversely affect the compliance with this Agreement the foregoing request or any Ancillary Agreement, or the completion of the Offer; (ii) not to solicit, initiate or encourage any Alternative Transaction; (iii) not to participate in any discussions or negotiations with whom any WPX Entity hasPerson (other than the Offeror and its Subsidiaries and their respective directors, officers, Employees, agents, the Financial Advisor, counsel or will haveother representatives) in respect of any Alternative Transaction; and (iv) not to otherwise co-operate in any way with any effort or attempt by any other person to do or seek to do any of the foregoing prohibited actions; provided, more than incidental contact pursuant to however, that nothing contained in this Section 6.4 or any other provision of this Agreement or any Ancillary Agreementshall prevent the Board of Directors from fulfilling its fiduciary duties with respect to an unsolicited bona fide Alternative Transaction once the Board of Directors has in good faith determined (after receiving advice from the Financial Advisor and its outside legal counsel) that such Alternative Transaction would, if consummated in accordance with its terms, result in a Superior Proposal, notwithstanding that such Alternative Transaction is subject to a due diligence condition. (b) Without The Company shall not waive, release any person from, or fail to enforce on a timely basis any obligation under any confidentiality agreement or standstill agreement or amend any such agreement, except to allow such person to propose confidentially to the prior consent Board of WPXDirectors a Superior Proposal, during provided in any case that the term remaining provisions of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementare complied with. (c) With respect to each The Company shall ensure that the Company Representatives are aware of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach provisions of this Section 6.36.4, unless and the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not Company shall be a sufficient remedy responsible for any breach of this Section 6.3 6.4 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyCompany's Representatives.

Non-Solicitation. (a) Without the prior consent of WMBExcept as expressly provided in this Agreement, during the term of the Transition Services Agreement and for a period of one year thereaftertwo years from the Closing Date, WPX will not (and will cause each other WPX Entity not to) solicit for employmentnone of the Sellers nor their Affiliates shall, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that through an Affiliate, (i) is providing services cause or seek to cause any WMB Entity individual who was an employee of any of the Eldorado Entities at any time, to terminate his or WPX Entity in connection her employment with this Agreement or any Ancillary Agreementof the Eldorado Entities, or (ii) interfere in any other way with whom any WPX Entity hasthe employment, or will haveother relationship, of any employee of any of the Eldorado Entities; provided, however, that Xxxxxxx Xxxxx may serve on the board of directors of one or more than incidental contact pursuant of the portfolio companies of Xxxxxx Partners, Inc. and its affiliates, provided further that this restriction shall not apply to this Agreement any general or public solicitation by any Ancillary Agreementof the Sellers or a third party or if any employee initiates discussions with any of the Sellers on his or her behalf. (b) Without The Sellers agree that the prior consent Buyer's remedies at law for any breach or threat of WPX, during the term breach by it of any of the Transition Services Agreement provisions of this Section 6.13 will be inadequate, and for that, in addition to any other remedy to which the Buyer may be entitled at law or in equity, the Buyer shall be entitled to a period temporary or permanent injunction or injunctions or temporary restraining orders or orders to prevent breaches of one year thereafterthe provisions of this Section 6.13 and to enforce specifically the terms and provisions hereof, WMB will not (and will cause in each other WMB Entity not to) solicit for employmentcase without the need to post any security or bond. Nothing herein contained shall be construed as prohibiting the Buyer from pursuing, directly or indirectlyin addition, any employee of WPX involved in other remedies available to it for such breach or threatened breach. A waiver by the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination Buyer of any employee’s employment or, in the case breach of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This any provision hereof shall not operate or be construed as a waiver of a breach of any other provisions of this Agreement or of any subsequent breach thereof. The Buyer may for itself and any of the Eldorado Entities assign all of the rights under this Section 6.13 to prevent or limit any employee’s right successor to practice his or her profession or to utilize his or her skills the business of the Eldorado Entities, including all remedies for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition6.13. (ec) Each The parties consider the restrictions contained in this Section 6.13 hereof to be reasonable for the purpose of preserving the goodwill, proprietary rights and going concern value of the parties (i) acknowledges and agrees Eldorado Entities, but if a final judicial determination is made by a court having jurisdiction that money damages would not be a sufficient remedy for the time or territory or any breach other restriction contained in this Section 6.13 is an unenforceable restriction on the Sellers' activities, the provisions of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies 6.13 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the exclusive remedies for a breach court referred to above finds that any restriction contained in this Section 6.13 or any remedy provided herein is unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained therein or the availability of any other remedy. The provisions of this Section 6.3 but 6.13 shall be in addition to all no respect limit or otherwise affect the Sellers' obligations under other remedies available at law or equity to agreements with any of the non-breaching partyEldorado Entities.

Non-Solicitation. (a) Without the prior consent of WMB, during the term 7.1 The Employee will gain knowledge of the Transition Services Agreement Employer and the Affiliate’s business and will form a close working relationship with their respective clients, suppliers, and employees which knowledge could be used to injure the Employer and/or the Affiliates if made available to a competitor or used for competitive purposes. 7.2 The Employee agrees that during employment and for a period of one year thereaftersix (6) months after the termination of employment hereunder, WPX howsoever brought about, the Employee will not (and will cause each other WPX Entity not to) solicit for or attempt to solicit any of the Employer’s or Affiliates’ clients, provided that following the termination of the Employee’s employment, directly this clause shall only apply in respect of such clients with whom the Employee had serviced or indirectly, any employee or contractor solicited during the twelve (including any contractor employed by a third party12) month period immediately preceding the termination of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary AgreementEmployee’s employment. (b) Without the prior consent of WPX, 7.3 The Employee agrees that during the term of the Transition Services Agreement employment and for a period of one year thereaftersix (6) months following termination of employment hereunder, WMB howsoever brought about, the Employee will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, attempt to solicit any employee of WPX involved in the performance of WPX obligations under this Agreement Employer that causes or any Ancillary Agreement. (c) With respect is attempted to each of Sections 6.3(a) and 6.3(b) abovecause such employees to cease or reduce the employment provided to the Employer by such employees, the prohibition on solicitation shall extend 90 days after provided that following the termination of any employeethe Employee’s employment oremployment, this provision shall only apply in the case of WMB employees, 90 days after the cessation respect of such employeeemployees with whom the Employee worked with during the twelve (12) month period immediately preceding the termination of the Employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationemployment. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) 7.4 The Employee acknowledges and agrees that money damages would all of the restrictions contained in clause 7 are necessary and fundamental to the protection of the business of the Employer and that all such restrictions are fair, reasonable and valid given the nature of the Employer’s business and the Employee’s position within that business. The Employee hereby waives all defences to the strict enforcement thereof. The Employee further confirms that these obligations will not be a sufficient remedy for any breach unduly preclude Employee from becoming gainfully employed or from otherwise working following the termination of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyAgreement.

Non-Solicitation. (a) Without Executive agrees to the prior consent non-solicitation provisions of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that this Section 7: (i) is providing services in consideration for the Confidential Information provided by the Company to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or Executive; and (ii) to protect the Confidential Information of the Company disclosed or entrusted to Executive by the Company or created or developed by Executive for the Company, the business goodwill of the Company developed through the efforts of Executive and the business opportunities disclosed or entrusted to Executive by the Company. Executive agrees that in the event that Executive fails to comply with whom any WPX Entity hasof the provisions of this Section 7, or Executive will have, more than incidental contact repay to the Company any payments received pursuant to this Agreement or any Ancillary and no further benefits will be payable to Executive under this Agreement. (b) Without Executive agrees that, while employed by the Employer or any of its Affiliates and for 12 months following a Covered Termination or any termination of employment by Executive, Executive shall not, without the prior written consent of WPX, during the term of Company and the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employmentEmployer, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of WPX involved in the performance of WPX obligations under this Agreement Company, the Employer or any Ancillary Agreementof their respective Affiliates or ventures to leave the employment of the Company, the Employer or any of their respective Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company, the Employer or any of their respective Affiliates or ventures with whom Executive had any actual contact while employed at the Employer. (c) With respect Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company and the Employer as provided in this Agreement, including, but not limited to the agreement of the Company and the Employer to provide Executive with Confidential Information are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company and the Employer gives rise to the interest of each of Sections 6.3(a) the Company and 6.3(b) abovethe Employer in restraining Executive and that the restrictive covenants are designed to enforce Executive’s consideration or obligations under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company and the Employer, including, but not limited to, the prohibition on solicitation shall extend 90 days after Company’s and the termination of any employeeEmployer’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed need to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationprotect their Confidential Information. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) Executive acknowledges and agrees that in the event of any breach by Executive of any of Executive’s covenants or agreements contained herein, including, without limitation, a breach of Section 5, 6 or 7, the Company would suffer substantial and irrevocable harm and money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group)a breach. Therefore, (ii) consents to a court of competent jurisdiction entering an order finding that in the non-breaching party has been irreparably harmed as a result event of any such breach and (iii) consents in addition to any other remedy the granting Company may have at law or in equity in the event of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies , the Company shall not be deemed entitled to be the exclusive remedies for a seek and receive specific performance and temporary, preliminary and permanent injunctive relief from any breach of any of the covenants or agreements of this Section 6.3 but shall be in addition Agreement from any court of competent jurisdiction without the necessity of proving the amount of any actual damages to all other remedies available at law or equity to the non-breaching partyit resulting from such breach.

Non-Solicitation. (a) Without the prior consent of WMB, during During the term of the Transition Services this Agreement and for a period one (1) year after the date of one year thereaftertermination of this Agreement (the “Restrictive Period”) Hospital shall not solicit, WPX will not (and will cause each other WPX Entity not to) solicit for employmenthire, directly influence or indirectly, attempt to influence any employee or contractor of IFS to terminate his or her employment or other contractual relationship with IFS for any reason. Additionally, during the Restrictive Period, Hospital shall not directly or indirectly attempt to solicit or conduct business with any person or entity that is a client, customer or active prospect of IFS at the time of termination of this Agreement for the purpose of providing services that are competitive with the services provided by IFS under this Agreement. The terms “client,” “customer” and “active prospect” include, but are not limited to, any person or entity solicited or contacted by IFS or any person or entity to which services have been rendered by IFS directly or indirectly during the two (including 2) years preceding Hospital’s termination. Hospital acknowledges its duty, both by contract and common law, neither to interfere with contractual relationships nor to use proprietary and confidential information about customers or clients of IFS for the advantage of any contractor employed person or entity other than IFS. The covenants of Hospital contained in this Section XII shall be independent of any other provision in this Agreement; and the existence of any claim or cause of action by Hospital against IFS shall not constitute a third party) defense to the enforcement by IFS of said covenants. Hospital understands that the WMB Entities covenants contained in Section XII are essential elements of this Agreement, in the absence of which, IFS would not have agreed to disclose confidential information and provide access to key employees and contractors as contemplated herein. Hospital further agrees and acknowledges that this Agreement (i) is providing services reasonable as to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreementlength of time, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without scope and geographic area for purposes of protecting the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 commercial advantages enjoyed by such party (or any other member of such party’s Group)IFS, (ii) consents does not impose a greater restraint than is necessary to a court protect the goodwill or business interests of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach IFS and (iii) consents is adequately paid for by the consideration to Hospital under this Agreement. Hospital and IFS also agree that the granting of injunctive relief without proof of actual damages as a remedy for court, under Section XII shall have authority to modify any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach provision of this covenant in accordance with the court’s ruling as to reasonableness or scope of application and, consistent with Section 6.3 but XII of this Agreement, this Agreement shall be remain enforceable as modified or amended in addition to all other remedies available at law the jurisdiction where this Agreement is so modified or equity to the non-breaching partyamended.

Non-Solicitation. (a) Without the prior consent 15.1 The Parent will not, and undertakes to procure that each of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX its Affiliates will not (and will cause each other WPX Entity not to) solicit for employmentnot, directly or indirectly, pending or within two (2) years after the Completion Date, solicit or entice away from the employment of any employee or contractor (including Company Group Member any contractor employed by a third party) Senior Employee of the WMB Entities any Company Group Member, provided that this clause 15.1 shall not operate so as to prevent (i) the recruitment of staff by placing a general bona fide recruitment advertisement which may come to the attention of (but is providing services not specifically directed at or brought to the attention of) any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, such Senior Employee or (ii) any solicitation of a Senior Employee who is no longer employed by any Company Group Member. 15.2 In consideration of the mutual covenants and conditions contained in this Agreement, each of the Parent and the AerCap Entities hereby acknowledge and agree that (a) the AerCap Entities have required the Parent to make the covenants set forth in this clause 15 as a condition to each of the AerCap Entities’ obligations under this Agreement, (b) the Parent’s covenants in this clause 15 are reasonable with whom any WPX Entity has, or will have, more than incidental contact respect to their duration and scope and necessary to protect and preserve the goodwill and business of the Company Group to be acquired by the AerCap Entities pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect the business, the value of the operating assets and goodwill of the Company Group acquired by the AerCap Entities would be irreparably damaged if the Parent were to breach the covenants set forth in this clause 15. 15.3 Furthermore, each of Sections 6.3(a) the Parent and 6.3(b) abovethe AerCap Entities hereby agrees and acknowledges that, if the Parent or the Existing Shareholders breach or threaten to breach any of the covenants contained in this clause 15, the prohibition on solicitation shall extend 90 days after damage or imminent damage to the termination Business, the value of the operating assets and goodwill of the Company Group would be irreparable and extremely difficult to estimate, making any employee’s employment orremedy at law or in damages inadequate. Accordingly, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed addition to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, damages or other publications of general availability or circulationremedy available under applicable Law, nor the consideration and hiring of persons responding to such advertisements, AerCap Entities shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means entitled to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to injunctive relief from a court of competent jurisdiction entering an order finding that against the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy Parent for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of the covenants set forth in this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyclause 15.

Non-Solicitation. (a) Without For consideration provided under this Agreement, including, but not limited to the prior consent of WMBCompany’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the term of this Agreement he shall not, without the Transition Services Agreement and for a period prior written consent of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employmentthe General Counsel of the Company, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services hire or induce, entice or solicit (or attempt to induce, entice or solicit) any WMB Entity or WPX Entity in connection with this Agreement employee of the Company or any Ancillary Agreement, of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any WPX Entity has, actual contact or will have, more than incidental contact pursuant to this Agreement Confidential Information about while employed by the Company or any Ancillary Agreementan Affiliate. (b) Without The restrictions contained in Section 8(a) are limited to areas or territories within the prior consent United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of WPX, during its products or services at the term time of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary AgreementExecutive’s Separation from Service. (c) With respect Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of Sections 6.3(a) the Company in restraining Executive from competing and 6.3(b) abovethat the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the prohibition on solicitation shall extend 90 days after the termination of any employeeCompany’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed need to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationprotect its Confidential Information. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without the prior consent of WMB, during the term of the Transition Services Agreement You acknowledge and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that agree (i) is providing that the services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreementbe rendered by you for the Nautilus Group are of a special, or unique, extraordinary, intellectual, and personal character; (ii) that the success and good will of the Nautilus Group reflects, to a large extent, your personal involvement and relationships; (iii) that you have and will continue to develop a personal acquaintance and relationship with whom any WPX Entity hasthe Nautilus Group's employees and customers; and (iv) your position with the Nautilus Group places you in a position of confidence and trust with employees, or will haveclients, more than incidental contact pursuant to and business associates of Nautilus Group. Consequently, you agree that it is fair, reasonable and necessary for the protection of the business, operations, assets and reputation of the Nautilus Group that you make the covenants contained in this Agreement or any Ancillary AgreementSection 7 and in Section 8 below dealing with certain Competitive Activities. (b) Without You agree that for a period of three (3) months following the Termination Date, you, and any business or enterprise that you directly or indirectly control, shall not, directly or indirectly by lending assistance, giving information, or otherwise, without the prior consent of WPXthe Company, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, induce or attempt to solicit or induce any employee of WPX involved the Nautilus Group to leave the employ of the Nautilus Group to be employed by you or by an entity with which you are affiliated. For purposes of this Section 7 and Section 8, you shall be deemed to "control" a business or enterprise if you are a member of its board or in senior management. Nothing in this Section 7, however, shall apply to your personal assistant and one of the performance of WPX obligations under this Agreement employees directly reporting to you, or any Ancillary Agreementother employee with respect to whom the Board of Directors has waived the application of this Section 7. (c) With respect to each The provisions of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation this Section 7 shall extend 90 days after survive the termination of any employee’s employment orthe Term. You further acknowledge and agree that the remedies available under Section 9 hereof, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken well as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity shall be available to the non-breaching partyCompany to redress a breach by you of this Section 7.

Non-Solicitation. (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for For a period of one year thereaftertwo (2) years commencing on the Initial Closing Date (the “Restricted Period”), WPX will Company Parent shall not, and shall not (and will cause each other WPX Entity not permit any of its Affiliates to) solicit for employment, directly or indirectly, solicit any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) Company or encourage any such employee to leave such employment except pursuant to a general solicitation which is providing services not directed specifically to any WMB Entity or WPX Entity such employees; for clarity, nothing in connection with this Agreement Section 5.7(a) shall prevent Company Parent or any Ancillary Agreement, of its Affiliates from hiring any employee whose employment has been terminated by the Company or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary AgreementInvestor. (b) Without From the prior consent of WPX, Agreement Date and continuing during the term Restricted Period, Investor and Investor Parent shall not, and shall not permit any of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not their Affiliates to) solicit for employment, directly or indirectly, solicit any employee of WPX involved Company Parent or its Affiliates (other than the Company) or encourage any such employee to leave such employment except pursuant to a general solicitation which is not directed specifically to any such employee employees; for clarity, nothing in the performance of WPX obligations under this Agreement Section 5.7(b) shall prevent Investor or Investor Parent or any Ancillary Agreementof their Affiliates from hiring any employee whose employment has been terminated by the Company Parent. (c) With respect Company Parent acknowledges that a breach or threatened breach of Section 5.3, Section 5.6 or this Section 5.7 may give rise to each irreparable harm to Investor, for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination a breach or a threatened breach by Company Parent of any employee’s employment orsuch obligations, Investor shall, in the case of WMB employees, 90 days after the cessation addition to any and all other rights and remedies that may be available to it in respect of such employee’s involvement in the breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of all “Services” competent jurisdiction (as defined under the Transition Services Agreementwithout any requirement to post bond). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither Company Parent acknowledges that the publication restrictions contained in this Section 5.7 are reasonable and necessary to protect the legitimate interests of classified advertisements Investor and constitute a material inducement to Investor to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in newspapersthis Section 5.7 should ever be adjudicated to exceed the time, periodicalsgeographic, Internet bulletin boardsproduct or service, or other publications of general availability or circulationlimitations permitted by applicable Law in any jurisdiction, nor the consideration then any court is expressly empowered to reform such covenant, and hiring of persons responding to such advertisements, covenant shall be deemed a breach of reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.3, unless the advertisement 5.7 and solicitation is undertaken as a means to circumvent each provision hereof are severable and distinct covenants and provisions. The invalidity or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result unenforceability of any such breach covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies invalidity or unenforceability in any jurisdiction shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be invalidate or render unenforceable such covenant or provision in addition to all any other remedies available at law or equity to the non-breaching partyjurisdiction.

Non-Solicitation. (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for For a period of one year thereafterthree years from and after the Closing Date, WPX will not (no Seller shall, and will shall cause each other WPX Entity its Subsidiaries not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that : (i) is providing services induce or attempt to induce any WMB Entity employee of the Company or WPX Entity in connection with this Agreement the Business to leave the employ of the Company or any Ancillary Agreementthe Business, or in any way interfere with the relationship between the Company or the Business and any employee thereof, other than by way of general solicitation not specifically targeted at any employee of the Company or the Business, (ii) with whom hire any WPX Entity hasperson set forth on Schedule 5.3(a). For a period of three years from and after the Closing Date, no director or will have, more than incidental contact pursuant to this Agreement officers of any Seller shall intentionally make any disparaging statements or communications about the Company or any Ancillary Agreementof its Affiliates to any other Person. For a period of three years from and after the Closing Date, no director or officers of any Purchaser or the Company shall intentionally make any disparaging statements or communications about any Seller or any of their Affiliates to any other Person. (b) Without The Parties agree that the prior consent of WPXPurchasers, during the term of the Transition Services Agreement Company and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) their respective Affiliates, successors and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed assigns would suffer irreparable harm from a breach of this Section 6.3, unless 5.3 by the advertisement Sellers and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a adequate remedy for any such breach. Such remedies shall not be deemed to be Therefore, in the exclusive remedies for event a breach or threatened breach of this Section 6.3 but shall be 5.3, the Purchasers, the Company, and each of their respective Affiliates or their respective successors and assigns, in addition to all other rights and remedies available existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security and at law the expense of the Sellers, including reasonable attorneys’ fees and expenses). (c) If the final judgment of a court of competent jurisdiction declares any term or equity provision of this Section 5.3 to be invalid or unenforceable, the non-breaching partyParties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified to cover the maximum, duration, scope or area permitted by Law. In addition, in the event of an alleged breach or violation by any Seller of this Section 5.3, the two year period described in clauses (a) above shall be tolled with respect to such Seller until such breach or violation has been duly cured. Each Seller agrees that the restrictions contained in this Section 5.3 are reasonable.

Non-Solicitation. (a) Without the prior consent 15.1 The Parent will not, and undertakes to procure that each of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX its Affiliates will not (and will cause each other WPX Entity not to) solicit for employmentnot, directly or indirectly, pending or within three (3) years after the Completion Date, solicit or entice away from the employment of any employee or contractor (including any contractor employed by a third party) member of the WMB Entities Company Group any Senior Employee of any member of the Company Group, provided that this clause 15.1 shall not operate so as to prevent (i) the recruitment of staff by placing a general bona fide recruitment advertisement which may come to the attention of (but is providing services not specifically directed at or brought to the attention of) any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, such Senior Employee or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or solicitation of a Senior Employee who is no longer employed by any Ancillary AgreementCompany Group Member. (b) Without the prior consent of WPX, during the term 15.2 In consideration of the Transition Services Agreement mutual covenants and for a period of one year thereafterconditions contained in this Agreement, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) the Parent and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) Purchaser hereby acknowledges and agrees that money damages would not be (a) the Purchaser has required the Parent to make the covenants set forth in this clause 15 as a sufficient remedy for any breach condition to each of the Purchaser’s obligations under this Section 6.3 by such party (or any other member of such party’s Group)Agreement, (iib) consents the Parent’s covenants in this clause 15 are reasonable with respect to their duration and scope and necessary to protect and preserve the goodwill and business of the Company Group to be acquired by the Purchaser pursuant to this Agreement, and (c) the business, the value of the operating assets and goodwill of the Company Group acquired by the Purchaser would be irreparably damaged if the Parent were to breach the covenants set forth in this clause 15. 15.3 Furthermore, each of the Parent and the Purchaser hereby agrees and acknowledges that, if the Parent or the Seller breaches or threatens to breach any of the covenants contained in this clause 15, the damage or imminent damage to the business, the value of the operating assets and goodwill of the Company Group would be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, in addition to any damages or other remedy available under applicable law, the Purchaser shall be entitled to injunctive relief from a court of competent jurisdiction entering an order finding that against the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy Parent for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of the covenants set forth in this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyclause 15.

Non-Solicitation. (a) Without During the prior consent two (2) year period following the date hereof, Sellers will not, and will not permit any of WMB, their Affiliates to (i) solicit any Person who was or is at any time during the term one-year period ending on the Closing Date a customer of any of the Transition Services Agreement and for a period Acquired Companies to provide personnel staffing services to such Person, or in any way assist any Person to do, or attempt to do, the foregoing, whether by ownership, control, management, operation of one year thereafter, WPX will not such Person or otherwise; (and will cause each other WPX Entity not toii) solicit or recruit for employmenthire, directly or indirectly, any Person who was or is at anytime during the one-year period ending on the Closing Date an employee of any Acquired Company; or contractor (including iii) in any contractor employed by a third party) of way disparage Buyers or the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement Company or any Ancillary Agreementof their respective Subsidiaries or other Affiliates, or the officers, directors, managers or employees of any of them; provided, however, that such restrictions shall not preclude (A) the Company’s former CEO from serving on the board of directors of any Affiliate of Seller or (B) Sellers or any of their Affiliates from (x) publishing a general advertisement of employment opportunities with Sellers or any of their Affiliates, or from hiring any individual who favorably responds to such an advertisement, or (iiy) with whom any WPX Entity has, hiring employees or will have, more than incidental former employees of the Acquired Companies who contact pursuant to this Agreement Sellers or any Ancillary Agreementof their Affiliates of their own accord. (b) Without The parties acknowledge and agree that the prior consent provisions of WPX, during this Section 6.7 are reasonable and necessary to protect the term legitimate business interests of the Transition Services Agreement and parties. Neither party shall contest that the other party’s remedies at law for a period any Breach or threat of one year thereafter, WMB will not (and will cause each Breach by the other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement party or any Ancillary Agreementof its Subsidiaries of the provisions of this Section 6.7 will be inadequate, and that the parties shall be entitled to seek an injunction or injunctions to prevent Breaches of the provisions of this Section 6.7 and to enforce specifically such terms and provisions, in addition to any other remedy to which the parties may be entitled at law or in equity. (c) With respect to each If any of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach provisions of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy 6.7 shall for any breach of this Section 6.3 reason be held by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed to be excessively broad as a result of any to duration, scope, activity or subject, then such breach provision shall be construed by limiting and (iii) consents reducing it, so as to be valid and enforceable to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be extent compatible with the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at applicable law or equity to the non-breaching partydetermination by a court of competent jurisdiction.

Non-Solicitation. (aEmployee acknowledges and agrees that, in awarding the restricted stock, and in causing providing the Vesting Benefit in Section 2(b) Without above, the prior consent Company has linked Employee’s interests to its long-term business interests and goodwill and, in the course of WMBhis employment, during the term of Company provided Employee with its confidential information. In order to protect the Transition Services Agreement Company Parties’ confidential information and goodwill, and as an incentive for a period of the Company to enter into this Agreement, Employee expressly promises that between the Separation Date and the date that is one year thereafterafter the Separation Date, WPX he will not (and will cause each other WPX Entity not to) solicit for employmentnot, directly or indirectly, engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer, director or employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement Company or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement)Company Party. This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) Employee acknowledges and agrees that money damages would the restrictions set forth in this Section 19 are reasonable in all respects and no greater than necessary to protect the Company Parties’ legitimate business interests. Nevertheless, if any of the restrictions set forth in this Section 19 are found by a court or arbitrator of competent jurisdiction to be unreasonable, or overly broad, or otherwise unenforceable, the Parties intend for the restrictions set forth in this Section 19 to be modified by the court or arbitrator making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Parties intend to make this Section 19 enforceable under all applicable laws so that this section as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal. The Parties further agree and acknowledge that, in the event of a sufficient remedy for breach or threatened breach of any breach of the provisions of this Section 6.3 by such party (19 or any other member of such party’s Group)Section 20 below, (ii) consents the affected Company Party shall be entitled to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed immediate injunctive relief, as a result of any such breach and (iii) consents would cause the Company Parties irreparable injury for which it would have no adequate remedy at law. Nothing herein shall be construed so as to the granting of injunctive relief without proof of actual damages as a remedy prohibit any Company Party from pursuing or obtaining any other remedies available to it hereunder, at law or in equity for any such breach or threatened breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without the prior consent of WMB, during the term Except as set forth in Section 5.9(a) of the Transition Services Seller Disclosure Schedule, for the period commencing on the date hereof and expiring on the earlier of (x) the date this Agreement is terminated and for a period (y) the second anniversary of one year thereafterthe Closing Date, WPX will not (and will cause each other WPX Entity not to) solicit for employment, neither Seller nor any of its Affiliates shall directly or indirectly, any employee or contractor (including any contractor employed by a third party) without obtaining the prior written consent of the WMB Entities that Purchaser, (i) is providing services induce, encourage or solicit any Company Employee to leave such employment or to accept any WMB Entity other position or WPX Entity in connection employment with this Agreement Purchaser, any of its Affiliates or any Ancillary Agreementother Person, including by allowing a Company Employee to “post” on any internal job boards, or (ii) with whom hire or assist any WPX Entity hasother Person in hiring any Company Employee; provided, however, that the foregoing restrictions contained in this Section 5.9(a) shall not (A) apply to (1) any Company Employee whose employment has been terminated by Purchaser or will have, more than incidental contact pursuant to this Agreement its Affiliates or (2) any Company Employee who has not been employed during the preceding six (6) months by Purchaser or its Affiliates or (B) prohibit general solicitations by Seller or any Ancillary Agreementof its Affiliates for employment through general advertisements (other than on internal job boards) or other means that are not directed at such Company Employees. (b) Without Other than with respect to the prior consent of WPX, during the term hiring of the Transition Services Agreement Company Employees at the Closing, for the period commencing on the date hereof and for a period expiring on the first anniversary of one year thereafterthe Closing Date, WMB will not (and will cause each other WMB Entity not to) solicit for employment, neither Purchaser nor any of its Affiliates shall directly or indirectly, without obtaining the prior written consent of Parent, (i) induce, encourage or solicit any employee of WPX involved in the performance of WPX obligations under this Agreement Parent or any Ancillary Agreement. (c) With respect of its Affiliates to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s leave such employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his accept any other position or her skills for another employer or to restrict employment with Purchaser, any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (its Affiliates or any other member Person, so long as such employee is employed by Parent or any of such party’s Group)its Affiliates, or (ii) consents to a court of competent jurisdiction entering an order finding hire or assist any other Person in hiring any such employee; provided, however, that the non-breaching party has been irreparably harmed as a result of any such breach and (iiiforegoing restrictions contained in this Section 5.9(b) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed apply to be employees who have left the exclusive remedies employment of Parent or its Affiliates without any direct or indirect solicitation by Purchaser or any of its Affiliates and shall not prohibit general solicitations by Purchaser or any of its Affiliates for a breach of this Section 6.3 but shall be in addition to all employment through general advertisements or other remedies available means that are not directed at law or equity to the non-breaching partysuch employees.

Non-Solicitation. 4.1 The text contained in Section 7(a) shall be deleted in its entirety and replaced with the following text: “The Company agrees that it will not, and none of its Affiliates will, either for its own account or in connection with or on behalf of any Person at any time from the Execution Date until the date that is six months after the Closing Date (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment“Restricted Period”), directly or indirectly, either for itself or any employee or contractor (including any contractor employed by a third party) of the WMB Entities that other Person, (i) is providing services induce, solicit or entice or attempt to induce, solicit or entice any WMB Entity or WPX Entity in connection with this Agreement employee at such time of Arch or any Ancillary Agreementof its Subsidiaries at such time to leave the employ thereof, or (ii) in any way interfere with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement the relationship between Arch or any Ancillary Agreementof its Subsidiaries at such time and any of its employees at such time, it being understood that upon consummation of the sale contemplated in Article II, such restrictions are not applicable to the Arch Companies given that they will be Subsidiaries of the Company. Notwithstanding the foregoing, nothing in this paragraph shall prevent the Company from making general advertisements of employment opportunities or hiring any employee of Arch or its Subsidiaries who independent of any actions by the Company or any of its Affiliates, other than general advertisements, applies for a position with the Company.” (b4.2 The text contained in Section 7(b) Without shall be deleted in its entirety and replaced with the prior consent following text: “Arch agrees that it will not, and none of WPXits Affiliates will, either for his or its own account or in connection with or on behalf of any Person during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employmentRestricted Period, directly or indirectly, either for itself or any other Person, (i) induce, solicit or entice or attempt to induce, solicit or entice any employee at such time of the Company or its Subsidiaries at such time to leave the employ of thereof, or (ii) in any way interfere with the relationship between the Company or any of its Subsidiaries at such time and any of its employees at such time. Notwithstanding the foregoing, nothing in this paragraph shall prevent Arch from making general advertisements of employment opportunities or hiring any employee of WPX involved in the performance Company or its Subsidiaries who independent of WPX obligations under this Agreement any actions by Arch or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) aboveits Affiliates, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of than general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies applies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyposition with Arch.”

Non-Solicitation. (a) Without the prior consent of WMBEach party agrees that, during the term period commencing on the execution of this Master Agreement and ending upon the one (1) year anniversary of the end of the Transition Services Agreement Period, without the prior written consent of the other party, such party shall not, and for a period of one year thereafter, WPX will not (and will it shall cause each other WPX Entity its Subsidiaries not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services induce or encourage any employee of the other party to any WMB Entity terminate his or WPX Entity in connection her employment with this Agreement or any Ancillary Agreement, the other party or (ii) with solicit for employment or any similar arrangement any employee of the other party; provided that such party and its Subsidiaries shall not be restricted from (A) accepting referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of the other party, (B) making any general advertisement not targeted at employees of the other party appearing in a newspaper, magazine, Internet sites or trade publication, (C) soliciting any person who has not been an employee of the other party for at least one hundred eighty (180) days prior to being solicited or hired by such party or its Subsidiaries and whom neither the other party nor any WPX Entity hasof its Subsidiaries, subject to clauses (A) and (B) of this proviso, have solicited over such 180-day period, or will have, more than incidental contact pursuant (D) soliciting any person who the other party or its Subsidiaries are permitted to this solicit under the Asset Purchase Agreement or any Ancillary Agreementin accordance with the terms thereof. (b) Without the prior consent Each of WPXCOMPANY and BPPR agrees that, during the term period commencing on the execution of this Master Agreement and ending upon the one (1) year anniversary of the end of the Transition Services Agreement Period, without the prior written consent of EVERTEC, such party shall not, and for a period of one year thereafter, WMB will not (and will it shall cause each other WMB Entity its Subsidiaries not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement hire or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or assist any other member of such party’s Group)Person in hiring any Restricted Employee; provided that COMPANY, (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach BPPR and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies their Subsidiaries shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.not

Non-Solicitation. (a) Without For a period from the prior consent of WMB, during Closing until the term third (3rd) anniversary of the Transition Services Agreement and for a period of one year thereafterClosing Date, WPX will Seller Parties shall not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any employee business, whether in corporate, proprietorship or contractor partnership form or otherwise, engaged in the Business (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement“Restricted Business”). (b) Without For a period from the prior consent of WPX, during Closing to the term third (3rd) anniversary of the Transition Services Agreement and for a period Closing Date, Seller Parties shall not: (i) cause, solicit, induce or encourage any Current Employee(s) of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly any Seller Parties who are or indirectly, any employee become employees of WPX involved in the performance of WPX obligations under this Agreement Purchaser or any Ancillary AgreementAffiliate of Purchaser to leave such employment or (ii) cause, induce or encourage any material actual client, customer, supplier, or licensor of the Business (including any Closing Date Clients and Former Clients and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify in any material adverse respect any such actual relationship with the Purchaser. (c) With respect to each of Sections 6.3(aSeller Parties acknowledges that the restrictive period contained in Section 5.7(a) and 6.3(b(b) aboveis reasonable under the circumstances. Moreover, it is the prohibition on solicitation shall extend 90 days after desire and intent of the termination parties that the provisions of any employee’s employment orSection 5.7(a) and (b) be enforceable to the fullest extent permissible under the legal requirements and public policies applied in each jurisdiction in which enforcement is sought. Seller Parties specifically agrees that, in the case event of WMB employeesa breach or threatened breach of Section 5.7(a) and (b), 90 days after the cessation Purchaser would suffer irreparable injury and damages at law would be an insufficient remedy, and the Purchaser shall be entitled to seek equitable relief by way of such employee’s involvement in temporary or permanent injunction (or any other equitable remedies), without proof of actual damages and without the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate need to post bond or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationother security. (d) Neither the publication of classified advertisements Notwithstanding anything in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents 5.7 to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies contrary, the Seller Parties shall not be deemed restricted from providing any Business Services to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all , its Affiliates, affiliated hospitals and other remedies available at law Persons that have clinical or equity to the non-breaching partystrategic affiliations with.

Non-Solicitation. (a) Without The Participant covenants and agrees that during his or her employment with the prior consent of WMB, during the term of the Transition Services Agreement Company or its Affiliates and for a period of one year thereaftertwelve (12) months subsequent to the Participant’s Termination of Employment for any reason, WPX will whether involuntary or voluntary, the Participant shall not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, as an owner, stockholder, director, employee, partner, agent, broker, or consultant recruit, hire or attempt to recruit or hire other employees of the Company or its Affiliates, nor shall the Participant contact or communicate with any employee other employees of the Company or contractor (including any contractor its Affiliates for the purpose of inducing other employees to terminate their employment with the Company or its Affiliates. For purposes of this Section 5, “other employees” shall refer to employees who are still actively employed by a third party) or doing business with the Company or its Affiliates at the time of the WMB Entities that attempted recruiting or hiring. In addition, Participant agrees not Time-Based (iNon-Section 16) is providing services to any WMB Entity hire or WPX Entity in connection with this Agreement or any Ancillary Agreementemploy, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, either directly or indirectly, or aid in the hire or employ of any former employee of WPX involved in the performance Company or its Affiliates within 60 days of WPX obligations under this Agreement that former employee's separation date from the Company or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement)its Affiliates. This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) Participant acknowledges and agrees that money damages would the damage to Company and its Affiliates if Participant breaches this Section 5 or the non-solicitation provisions contained in any written agreement by and between the Participant and the Company will be extremely difficult to determine. Therefore, Participant agrees that if Participant violates this Section 5 or the non-solicitation provisions contained in any written agreement by and between the Participant and the Company, Participant will pay to the Company the value of the RSUs received and all costs incurred by Company, including its reasonable attorneys' fees, in any claim against Participant or to defend against any claim made by Participant related to the subject-matter herein. To the extent applicable, all Awarded Units shall immediately cease to vest as of the date of such breach, and any Vested RSUs that had not been converted into Shares prior to the date of such breach and any Unvested RSUs shall be a sufficient remedy for any breach immediately forfeited and this Agreement (other than the provisions of this Section 6.3 by such party (or any other member 5) will be terminated on the date of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. During the Support Period, the Principal Stockholder will not, and shall use its reasonable best efforts to cause its Affiliates and Representatives not to, (a) Without solicit, initiate or take any action to knowingly facilitate or knowingly encourage, whether publicly or otherwise, the prior consent submission of WMBany inquiries, during proposals or offers that constitute, or would reasonably be expected to lead to, any Alternative Transaction, (b) enter into or participate in any discussions or negotiations, furnish any information relating to the term Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Transition Services Agreement and for a period Company or any of one year thereafterits Subsidiaries, WPX will not or otherwise knowingly cooperate with any Acquisition Proposal, (and will cause each c) enter into any agreement, agreement in principle, letter of intent, term sheet or other WPX Entity not tosimilar instrument relating to an Alternative Transaction or (d) solicit for employment, directly or indirectly, publicly propose to do any employee or contractor (including any contractor employed by a third party) of the WMB Entities foregoing; provided, that notwithstanding the foregoing, (i) is providing services to the Principal Stockholder may, and may authorize and permit any WMB Entity or WPX Entity of its Affiliates and Representatives to, take any actions specified in connection with this Agreement or any Ancillary Agreementclauses (a), or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. and/or (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless 3.2 to the advertisement and solicitation extent the Company is undertaken as a means permitted to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each take such actions under Section 5.2 of the parties Merger Agreement with respect to an Acquisition Proposal (i) acknowledges including the right for the Principal Stockholder and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by its Affiliates and Representatives to participate in discussions or negotiations regarding such party (or any other member of an Acquisition Proposal with the Person making such party’s GroupAcquisition Proposal), (ii) consents for the purposes of this Section 3.2, the Company shall be deemed not to be an Affiliate or Subsidiary of the Principal Stockholder, and any officer, director, employee, agent or advisor of the Company (in each case, in their capacities as such) shall be deemed not to be a court Representative of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach Principal Stockholder and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach provisions of this Section 6.3 but 3.2 shall be in addition to all other remedies available not restrict any “portfolio company” (as such term is customarily used among private equity investors) of the Principal Stockholder or of any of its respective Affiliates, so long as such “portfolio company” is not acting at law or equity to the non-breaching partydirection of the Principal Stockholder.

Non-Solicitation. (a) Without For the prior consent of WMB, during the term of the Transition Services Agreement and for a period of ending one year thereafterfrom the date that Executive executes this Agreement (“Restricted Period”), WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that Executive (i) is providing services shall not solicit to leave the employ of the Company or hire any WMB Entity officer, employee or WPX Entity in connection with this Agreement or any Ancillary Agreement, or consultant of the Company; (ii) with whom shall not solicit or take away the business of any WPX Entity hasof the customers or accounts of the Company, which were solicited or served by Executive at any time during Executive’s employment; (iii) shall not acquire, or will haveassist any other party in acquiring, more than incidental contact pursuant to this Agreement any shares of the Company for purposes of gaining control of the Company, or otherwise seek, or assist any Ancillary other party in seeking any shares of the Company for purposes of gaining control of the Company; and (iv) shall not breach any term or condition of her Employee Proprietary Information and Invention Assignment Agreement, dated July 10, 2000, which shall remain in full force and effect during and after the Restricted Period. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) Executive acknowledges and agrees that money because of the nature of the business in which the Company is engaged and because of the nature of the confidential information to which Executive had access during her employment, it would be impractical and excessively difficult to determine the actual damages would not be a sufficient remedy of the Company in the event Executive breached any of the covenants of subsection (a), and remedies at law (such as monetary damages) for any breach of this Section 6.3 by such party Executive’s obligations under subsection (or a) would be inadequate. Executive therefore agrees and consents that if she commits any breach of a covenant under subsection (a), the Company shall have the right (in addition to, and not in lieu of, any other member of such party’s Group), (iiright or remedy that may be available to it) consents to temporary and permanent injunctive relief from a court of competent jurisdiction entering an order finding that without posting any bond or other security and without the non-breaching party has been irreparably harmed as a result necessity of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages damage. With respect to any provision of subsection (a) that is finally determined to be unenforceable, Executive and the Company hereby agree that this Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable law. If, subsequent to the Company seeking any relief under this Paragraph 4, the Company fails to prove that Executive breached a remedy covenant, the Company will be fully liable for any fees or expenses Executive has incurred in defending herself against such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyclaim.

Non-Solicitation. (a) Without This Paragraph 3 shall apply to you at any time that you hold the prior consent title of WMBVice President or higher. (b) You agree that, during the term of the Transition Services Agreement your employment and for a period of one year thereaftereighteen (18) months from the date your employment terminates for any reason you will not, WPX will not without the prior written consent of the Company or your Employer: (and will cause each other WPX Entity not toi) solicit for employmentsolicit, directly or indirectlyindirectly (other than through a general solicitation of employment not specifically directed to employees of the Company or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any way assist another in soliciting or recruiting the employment of, or otherwise induce the termination of the employment of, any employee person who then or contractor within the preceding twelve (including any contractor employed by a third party12) months was an officer of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement Company or any Ancillary Agreement, of its Subsidiaries (excluding any such officer whose employment was involuntarily terminated); or (ii) with whom engage in the Solicitation of Business from any WPX Entity has, Client on behalf of any person or will have, more entity other than incidental contact pursuant to this Agreement the Company or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementits Subsidiaries. (c) With respect In any event of breach of the obligation referred to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the in this Paragraph 3 following termination of any employee’s employment oremployment, in you shall be liable to pay the case contractual penalty corresponding to a twenty-five percent (25%) of WMB employees, 90 days after remuneration received during the cessation twelve (12) calendar months preceding termination of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement)employment. This The preceding provision shall not operate or affect any other claims of the Employer resulting from the relevant breach. You shall be construed obliged to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom pay this contractual penalty within the non-extendible period of movement or associationthirty (30) days of the breach. (d) Neither For the publication avoidance of classified advertisements in newspapersany doubt, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, Parties agree that the contractual penalty shall be deemed paid notwithstanding any damage demonstrated and suffered by your Employer as a result of your breach of the obligation determined in this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitionParagraph 3. (e) Each The provisions of Paragraph 3(c) do not limit your Employer's right to claim damages exceeding the amount of the parties above contractual penalty on the basis of the general principles of the Civil Code. (if) acknowledges and agrees that money damages would not be a sufficient remedy for any breach For purposes of this Section 6.3 by such party (Paragraph 3, “officer” shall include any person holding a position title of Assistant Vice President or any other member of such party’s Group)higher. Notwithstanding the foregoing, (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but Paragraph 3 shall be inapplicable following a Change in addition to all other remedies available at law or equity to the non-breaching partyControl.

Non-Solicitation. (a) Without the prior consent of WMBNeither Party shall, during the term of the Transition Services Agreement an Order Effective Period and for a period of one (1) year thereafterfollowing the termination or expiry of such Order Effective Period, WPX will not (and will cause each other WPX Entity not to) solicit or recruit for employment, employment either directly or indirectlyindirectly (other than by general advertising), any person who was an employee of the other Party during that Order Effective Period and who performed work under the relevant Order, without the other Party’s 15.1. Unless specified otherwise in any Supply Specific Terms or contractor any Order, each Party shall, at its own expense: (a) obtain and maintain any approvals, licenses, filings or registrations necessary to performance of its obligations hereunder; and (b) comply with all applicable laws (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity export laws and regulations). 15.2. You shall, in connection with your use of the Supplies, comply with all Export Control Rules. It is a condition of the Agreement that you shall notify us in writing of any data provided to us pursuant to the Agreement (including, but not limited to, your sharing, via any electronic database, of your data with us) or created by us on your instruction which is controlled for export under any Export Control Rules or requires a security clearance. For the purposes of this Agreement or any Ancillary AgreementCompliance with Laws Clause, data in whatever form is controlled if it is necessary for the design, development, production, operation, repair, testing, or (ii) modification of items controlled for export by law. You shall make such notification prior to any provision of the export-controlled data, and shall xxxx any export-controlled data as such in the manner specified by us. We warrant that any export- controlled data provided by you in accordance with whom any WPX Entity has, this Compliance with Laws Clause shall be exported or will have, more than incidental contact pursuant re-exported in full compliance with applicable Export Control Laws if export and re-export is necessary to comply with this Agreement or any Ancillary Agreement. 15.3. Each Party (including all of our directors, executive officers, agents, and employees) hereby agrees to, in connection with the transactions contemplated by the Agreement or in connection with any other business transaction involving the Parties, fully comply with: (a) the U.S. Foreign Corrupt Practices Act (FCPA), and (b) Without the prior consent provisions of WPXany other applicable anti-corruption laws, during including but not limited to the term U.K. Xxxxxxx Xxx 0000. Each Party hereby also agrees that should either of the Transition Services Agreement and for them learn of or have reason to suspect that a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved However in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) aboveevent that the Parties do not reach resolution, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, then either Party shall be deemed a breach of this Section 6.3, unless entitled to escalating it to senior level management to attempt to resolve the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitiondispute within 15 Working Days. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without the prior consent of WMB, during During the term of the Transition Services this Agreement and for a period one (1) year after the date of one year thereafter, WPX will termination of this Agreement (the “Restrictive Period”) Hospital shall not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectlyindirectly attempt to solicit or conduct business with any person or entity that is a client, customer or active prospect of IFS at the time of termination of this Agreement for the purpose of providing services that are competitive with the services provided by IFS under this Agreement. The terms “client,” “customer” and “active prospect” include, but are not limited to, any employee person or contractor entity solicited or contacted by IFS or any person or entity to which services have been rendered by IFS directly or indirectly during the two (including 2) years preceding termination. Hospital acknowledges its duty, both by contract and common law, neither to interfere with contractual relationships nor to use proprietary and confidential information about customers or clients of IFS for the advantage of any contractor employed person or entity other than IFS. The covenants of Hospital contained in this Article XII shall be independent of any other provision in this Agreement; and the existence of any claim or cause of action by Hospital against IFS shall not constitute a third party) defense to the enforcement by IFS of such covenants. Hospital understands that the WMB Entities covenants contained in this Article XII are essential elements of this Agreement, in the absence of which IFS would not have agreed to disclose confidential information and provide access to key employees and contractors as contemplated herein. Hospital further agrees and acknowledges that this Agreement (i) is providing services reasonable as to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreementlength of time, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without scope and geographic area for purposes of protecting the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 commercial advantages enjoyed by such party (or any other member of such party’s Group)IFS, (ii) consents does not impose a greater restraint than is necessary to a court protect the goodwill or business interests of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach IFS and (iii) consents is adequately paid for by the consideration to the granting of injunctive relief without proof of actual damages as Hospital under this Agreement. Hospital and IFS also agree that a remedy for court shall have authority to modify any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach provision of this Section 6.3 but covenant in accordance with the court’s determination as to reasonableness or scope of application and, consistent with this Article XII, this Agreement shall be remain enforceable as modified or amended in addition to all other remedies available at law the jurisdiction where this Agreement is so modified or equity to the non-breaching partyamended.

Non-Solicitation. (a) Without This Paragraph 3 shall apply to you at any time that you hold the prior consent title of WMBVice President or higher. (b) You agree that, during the term of the Transition Services Agreement your employment and for a period of one year thereaftereighteen (18) months from the date your employment terminates for any reason you will not, WPX will not without the prior written consent of the Company or your Employer: (and will cause each other WPX Entity not toi) solicit for employmentsolicit, directly or indirectlyindirectly (other than through a general solicitation of employment not specifically directed to employees of the Company or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any way assist another in soliciting or recruiting the employment of, or otherwise induce the termination of the employment of, any employee person who then or contractor within the preceding twelve (including any contractor employed by a third party12) months was an officer of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement Company or any Ancillary Agreement, of its Subsidiaries (excluding any such officer whose employment was involuntarily terminated); or (ii) with whom engage in the Solicitation of Business from any WPX Entity has, Client on behalf of any person or will have, more entity other than incidental contact pursuant to this Agreement the Company or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementits Subsidiaries. (c) With respect In any event of breach of the obligation referred to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the in this Paragraph 3 following termination of any employee’s employment orthe employment, in you shall be liable to pay the case contractual penalty corresponding to a 25% of WMB employees, 90 days after remuneration received during the cessation twelve (12) calendar months preceding termination of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement)employment. This The preceding provision shall not operate or affect any other claims of the Employer resulting from the relevant breach. You shall be construed obliged to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom pay this contractual penalty within the non-extendible period of movement or associationthirty (30) days of the breach. (d) Neither For the publication avoidance of classified advertisements in newspapersany doubt, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, Parties agree that the contractual penalty shall be deemed paid notwithstanding any damage demonstrated and suffered by your Employer as a result of your breach of the obligation determined in this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitionParagraph 3. (e) Each The provisions of subparagraph (c) do not limit your Employer's right to claim damages exceeding the amount of the parties above contractual penalty on the basis of the general principles of the Civil Code. (if) acknowledges and agrees that money damages would not be a sufficient remedy for any breach For purposes of this Section 6.3 by such party (Paragraph 3, “officer” shall include any person holding a position title of Assistant Vice President or any other member of such party’s Group)higher. Notwithstanding the foregoing, (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but Paragraph 3 shall be inapplicable following a Change in addition to all other remedies available at law or equity to the non-breaching partyControl.

Non-Solicitation. 4.1 The text contained in Section 7(a) shall be deleted in its entirety and replaced with the following text: “The Company agrees that it will not, and none of its Affiliates will, either for its own account or in connection with or on behalf of any Person at any time from the Execution Date until the date that is six months after the Closing Date (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment“Restricted Period”), directly or indirectly, either for itself or any employee or contractor (including any contractor employed by a third party) of the WMB Entities that other Person, (i) is providing services induce, solicit or entice or attempt to induce, solicit or entice any WMB Entity or WPX Entity in connection with this Agreement employee at such time of Arch or any Ancillary Agreementof its Subsidiaries at such time to leave the employ thereof, or (ii) in any way interfere with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement the relationship between Arch or any Ancillary Agreementof its Subsidiaries at such time and any of its employees at such time, it being understood that upon consummation of the sale contemplated in Article II, such restrictions are not applicable to the Arch Companies given that they will be Subsidiaries of the Company. Notwithstanding the foregoing, nothing in this paragraph shall prevent the Company from making general advertisements of employment opportunities or hiring any employee of Arch or its Subsidiaries who independent of any actions by the Company or any of its Affiliates, other than general advertisements, apply for a position with the Company.” (b4.2 The text contained in Section 7(b) Without shall be deleted in its entirety and replaced with the prior consent following text: “Arch agrees that it will not, and none of WPXits Affiliates will, either for his or its own account or in connection with or on behalf of any Person during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employmentRestricted Period, directly or indirectly, either for itself or any other Person, (i) induce, solicit or entice or attempt to induce, solicit or entice any employee at such time of the Company or its Subsidiaries at such time to leave the employ of thereof, or (ii) in any way interfere with the relationship between the Company or any of its Subsidiaries at such time and any of its employees at such time. Notwithstanding the foregoing, nothing in this paragraph shall prevent Arch from making general advertisements of employment opportunities or hiring any employee of WPX involved in the performance Company or its Subsidiaries who independent of WPX obligations under this Agreement any actions by Arch or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) aboveits Affiliates, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of than general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies applies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyposition with Arch.”

Non-Solicitation. From the date of this Agreement until the earlier of (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary AgreementClosing Date, or (iib) with whom any WPX Entity has, or will have, more than incidental contact pursuant to the date this Agreement is terminated in accordance with the provisions hereof, neither Parent nor Seller or their respective Representatives will take any Ancillary action to solicit the making of any Acquisition Proposal or engage in substantive discussions or negotiations with any Person with respect thereto; provided, however, that if after the date hereof the Board of Directors of Parent and/or the Board of Governors of Seller receives an unsolicited, bona fide written Acquisition Proposal made after the date hereof in circumstances not involving a breach of this Agreement. , and the applicable Board reasonably determines in good faith that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, and with respect to which such Board determines in good faith, after considering applicable provisions of state law and after consulting with and receiving the advice of outside counsel, that the taking of such action is necessary in order for such Board to comply with its fiduciary duties to its members under Minnesota law, then Parent and Seller may, at any time prior to obtaining Parent Shareholder Approval and the Seller Member Approval, respectively, (bbut in no event after obtaining such approvals) and after providing REG and Buyer not less than two (2) Business Days written notice of its intention to take such actions (A) furnish information with respect to the Selling Parties to the Person making such Acquisition Proposal, but only after such Person enters into a customary confidentiality agreement with the Selling Parties, provided that (1) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Selling Parties and (2) the Selling Parties advise REG and Buyer of all such non-public information delivered to such Person concurrently with its delivery to such Person and concurrently with its delivery to such Person the Selling Parties delivers to REG and Buyer all such information not previously provided to REG and Buyer, and (B) participate in discussions and negotiations with such Person regarding such Acquisition Proposal. Without limiting the prior consent of WPXforegoing, during the term it is understood that any violation of the Transition Services Agreement and for a period foregoing restrictions by the Representatives of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, Selling Parties shall be deemed to be a breach of this Section 6.3, unless 7.5 by the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitionSelling Parties. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without the prior consent of WMB, during During the term of the Transition Services Agreement your employment and for a period of one year thereafter, WPX you will not (and will cause each other WPX Entity not to) solicit for employmentnot, directly or indirectly, on your own account or on behalf of or in conjunction with any other person or organization induce or attempt to induce any employee or contractor (including any contractor employed by a third party) of the WMB Entities that Company or its affiliates to leave employment of the Company or its affiliates (i) is providing services to any WMB Entity whether or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreementnot leaving employment would be a breach of contract by such other employee). (b) Without the prior consent of WPX, during During the term of the Transition Services Agreement your employment and for a period of one year thereafter, WMB you will not (and will cause each other WMB Entity not to) solicit for employmentnot, directly or indirectly, on your own account or on behalf of or in conjunction with any employee other person or organization solicit any investor, borrower or other investee in/of WPX involved in the performance of WPX obligations under this Agreement Company or any Ancillary Agreementmanaged/advised investment vehicle of the Company or its affiliates with whom you either (i) had business-related contact with such investor, borrower or other investee during your employment with the Company or (ii) learned non-public information about such investor, borrower or other investee during your employment with the Company. (c) With respect The restrictions in this Article 9 are necessary for the protection of the trade secrets, confidential information and goodwill of the Company and you consider them to each be reasonable for such purpose. You stipulate that irrevocable harm will result from breach of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment oryour obligations under this Article 9. Therefore, in the case event of WMB employeesany such breach or threatened breach, 90 days after you agree that the cessation of Company, in addition to such employee’s involvement in other remedies which may be available, shall have the right to obtain an injunction from a court restraining such breach or threatened breach and the right to specific performance of all “Services” your obligations under this Article 9 (moreover, you hereby waive the adequacy of a remedy at law as defined under the Transition Services Agreementa defense to such relief). This provision shall not operate or be construed to prevent or limit any employeeIn addition, you agree that if you violate this Article 9, you will pay all of the Company’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom reasonable costs of movement or associationenforcement, including reasonable attorneys’ fees and expenses and court costs. (d) Neither You stipulate that remedies at law are inadequate to compensate the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a Company for breach of your obligations under this Section 6.3, unless Article 9 and the advertisement CIAA (as defined below) and solicitation is undertaken as a means to circumvent or conceal a violation that enforcement of each of the provisions of this provision and/or Article 9 and the hiring party acts with knowledge of this hiring prohibition. (e) Each CIAA is in the public interest of the parties (i) acknowledges market for talent in the investment management industry and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 investors in the Company and the investment vehicles managed/advised by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach Company and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyits affiliates.

Non-Solicitation. (a) Without The Purchaser agrees with Deutsche Bank that, for the prior consent period between the date of WMB, during this Agreement and the term earlier of (i) the Closing Date and (ii) the one year anniversary of the Transition Services termination of this Agreement and for a period pursuant to Article X hereof, the Purchaser, without, in each case, the direct participation of one year thereafterDeutsche Bank, WPX will not (and will cause each other WPX Entity not to) solicit for employmentnot, directly or indirectly, solicit the business with respect to the provision of products or services provided by the Business to such Person, of any employee or contractor (including any contractor employed Person known by the Purchaser to be a third party) Client of the WMB Entities that Business, except for (i) is providing services Persons who were clients of the Purchaser or its Affiliates on the date of the Confidentiality Agreement, (ii) Persons who became clients of the Purchaser or its Affiliates since the date of the Confidentiality Agreement and prior to any WMB Entity or WPX Entity in connection with the date of this Agreement or any Ancillary the solicitation of whom did not violate the provisions of the Confidentiality Agreement, or (iiiii) in response to a bona fide request for proposal (“RFP”) received from such Client of the Business; provided, however, that (A) the foregoing will not prohibit a general solicitation to the industry or public of general advertising, (B) no actions taken in accordance with whom Section 5.14 prior to the termination of this Agreement shall constitute a breach of this Section 5.07(a), and (C) this Section 5.07(a) shall cease to be of any WPX Entity has, or will have, more than incidental contact further force and effect upon the termination of this Agreement by the Purchaser pursuant to Section 10.01(d) if Deutsche Bank is in material breach of any of its covenants and agreements under this Agreement or any Ancillary Agreementat the time of such termination. (b) Without In the prior consent of WPXevent this Agreement is terminated pursuant to Article X other than by the Purchaser pursuant to Section 10.01(d), during the term Purchaser shall pay to Deutsche Bank (i) for each Client who became or becomes a client of the Transition Services Purchaser or its Affiliates as a result of a breach by the Purchaser of Section 5.07(a) or as a result of a breach of the Confidentiality Agreement by the Purchaser prior to the date of this Agreement, an amount in cash equal to the Affected Revenue in respect of such Client multiplied by two and (ii) for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit Client who becomes a client of the Purchaser or its Affiliates after the date hereof, an amount in cash equal to the Affected Revenue in respect of such Client multiplied by 15%. For the purposes of the foregoing, “Affected Revenue” in respect of any Client shall mean the Fee Revenue received by the Purchaser or its Affiliates for employment, directly or indirectly, any employee the period from the date of WPX involved in the performance termination of WPX obligations under this Agreement through the first anniversary of such termination date in respect of any new business obtained by the Purchaser or its Affiliates from such Client from the date of the Confidentiality Agreement through the first anniversary of the termination of this Agreement, but only in respect of services within the scope of the Business that were being provided by Deutsche Bank, a Seller or a DB Entity pursuant to a Client Contract on the date the Purchaser or its Affiliates obtained such new business; provided, however, that Affected Revenue shall not include any Ancillary amounts received by the Purchaser or its Affiliates for which the Purchaser or such Affiliates had received an RFP as of the date of this Agreement. (c) With respect to each The Purchaser acknowledges that the covenants of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, Purchaser set forth in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach this Section 5.07 are an essential element of this Section 6.3Agreement and that, unless but for the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each agreement of the parties (i) acknowledges and agrees that money damages Purchaser to comply with these covenants, Deutsche Bank would not be a sufficient remedy for any breach of have entered into this Agreement. The Purchaser acknowledges that this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering 5.07 constitutes an order finding that the non-breaching party has been irreparably harmed as a result of any such breach independent covenant and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach affected by performance or nonperformance of any other provision of this Agreement by Deutsche Bank. The Purchaser has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party5.07 are reasonable and proper.

Non-Solicitation. (a) Without Except as necessary, appropriate or desirable to perform his duties to the prior consent of WMBCompany during his employment, Barrack shall not during the term of the Transition Services Agreement and for a period of one year thereafterRestricted Period, WPX will not without CFI’s prior written consent, (and will cause each other WPX Entity not toi) solicit for employment, directly or indirectly, on his own behalf or for any other Person, knowingly (A) solicit or induce any officer, director, employee or independent contractor (including any contractor employed by a third party) of the WMB Entities Company who is a natural person that provides consulting or advisory services with respect to sourcing or consummating financings or investments to terminate his or her relationship with the Company, or (iB) is providing services to hire any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, such individual whom Barrack knows left the employment of the Company during the previous 12 months or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement on his own behalf or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party other Person, solicit or induce any investors to terminate (or diminish in any other member material respect) his, her or its relationship with the Company. For the avoidance of such party’s Group)doubt, (ii) consents identification or doing business with or co-investing with any limited partners, investors, financing sources or capital markets intermediaries with regard to a court of competent jurisdiction entering an order finding activity that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies is not prohibited by Section 3 above shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but 4 or otherwise. Barrack shall not be in addition violation of this Section 4 by reason of providing a personal reference for any officer, director or employee of the Company or soliciting individuals for employment through a general advertisement not targeted specifically to all other remedies available at law officers, directors or equity employees of the Company. This Section 4 shall not prohibit Barrack from (x) soliciting or hiring any of the Persons listed on Exhibit 2 attached hereto or (y) engaging the services of Xxxxxxxx Xxxxxxxxx and Xxxx Xxxxxxxx during their employment with CFI solely in connection with Permitted Activities engaged in by Barrack; provided, however, that with respect to clause (y), such employees will only provide services in connection with Permitted Activities consistent with services provided prior to the non-breaching partyEffective Date. In addition, except as otherwise provided in this Section 4, during the Restricted Period, in the event that Barrack engages the services of any Business Employee in connection with any business of CC following the Effective Date or in connection with the Permitted Activities engaged in by Barrack, Barrack shall pay a reasonable fee (based on such Business Employee’s then current compensation and cost of providing benefits, relative to the amount of such Business Employee’s business time spent performing such services to Barrack) to the Company for the services of such Business Employee.

Non-Solicitation. Without prior written consent, Merchant Educator shall not cause or permit any of its employees, Merchant Educators, principals, affiliates, subsidiaries, Sales Persons or any other person or entity (a) Without to solicit or provide services to any Merchant; (b) to solicit or otherwise cause any Merchant to terminate its participation in the prior consent Merchant Program; or (c) to solicit or market services to any merchant that is already directly or indirectly provided Merchant Card Services by Kick Fees, whether or not such are provided under the terms of WMBthis Agreement. This section 6.3 shall survive for a period of 5 years following any termination of this agreement (1) Non-Interference - Merchant Educator shall not, either directly or indirectly (including, without limitation, through any partnership, joint venture, or other entity, or as an employee, Merchant Educator or Merchant Educator of a third party): (a) either during or after the term of this Agreement, interfere in any manner whatsoever with the Transition Services contractual rights and interests of BANKS and/or KICK FEES under any Merchant Agreement of any merchant solicited by Merchant Educator hereunder, or (b) so long as any Merchant Agreement of any merchant solicited by Merchant Educator remains in effect, and for a period of one year three (3) years thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employmentor attempt to cause, directly on behalf of Merchant Educator or indirectlyany third party, any employee approved merchant or contractor (including other merchant of BANKS and/or KICK FEES to engage in bank card transaction processing through any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity person or WPX Entity in connection with this Agreement or any Ancillary Agreemententity other than KICK FEES and BANKS, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement.or (bc) Without the prior consent of WPX, either during the term of the Transition Services this Agreement and or for a period of one year on five (5) years thereafter, WMB will not solicit in any manner whatsoever any employees, Merchant Educators, Merchant Educators or contractors of KICK FEES or BANKS (and will cause each other WMB Entity not to) solicit for employment, directly or indirectlyincluding without limitation, any employee of WPX involved subsidiaries or parent corporations) to either assist Merchant Educator or a third party or to work with Merchant Educator or a third party in the performance of WPX obligations under this Agreement a manner that would compete with KICK FEES or any Ancillary AgreementBANKS. (c2) With respect to each If Merchant Educator directly or indirectly violates the provisions of Sections 6.3(athis agreement, then the Agreement shall terminate (if then in effect) and 6.3(b) above, the prohibition on solicitation all payments due to Merchant Educator hereunder shall extend 90 days after the termination of immediately cease and KICK FEES shall have no further obligation to make any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration payments and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition entitled to all other remedies available it may have under this Agreement, at law or equity to the non-breaching partyin equity.

Non-Solicitation. (a) Without The Seller agrees that the prior consent of WMB, during Company has invested substantial time and effort in assembling and training the term present staff and personnel of the Transition Services Agreement Company. In addition, as a result of employment by the Company, such personnel have gained knowledge of the business affairs, marketing, processes and methods of operation of the Company that the Seller agrees is confidential information and trade secrets of the Business. Accordingly, for a period of one year thereaftertwo (2) years following the Closing, WPX will the Seller shall not, and shall not (and will cause each other WPX Entity not permit its Affiliates to) solicit for employment, at any time, directly or indirectly, solicit, encourage, entice or induce for employment or employ any employee or contractor (including any contractor employed by a third party) Business Employees without the prior written consent of the WMB Entities Purchaser (which written consent shall be effective only as to the Person specified therein and to no other Person); provided, however, that this Section 5.16(a) shall not prohibit the Seller or any of its Affiliates from (i) is providing services conducting any general solicitation or advertisement of employment for employees in newspapers, trade publications, websites or other media, so long as such advertisements are not targeted specifically at Business Employees, or engaging recruiters to conduct general employee search activities so long as such recruiters have been instructed not to, and do not, specifically solicit any Business Employees, (ii) soliciting, offering employment to, hiring or employing any Person (A) who responds to any WMB Entity such solicitation or WPX Entity advertisement described in connection the foregoing clause (i) or (B) whose employment relationship with this Agreement the Business has been terminated for a period of at least three (3) months prior to the commencement of any solicitation or any Ancillary Agreementoffer of employment, or (iiiii) with whom from hiring any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary AgreementPerson who contacts the Seller on such Person’s own initiative. (b) Without The Seller acknowledges that the prior consent of WPX, during restrictions contained in this Section 5.16 are reasonable and necessary to protect the term legitimate interests of the Transition Services Purchaser and constitute a material inducement to the Purchaser to enter into this Agreement and for a period of one year thereafterconsummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.16 should ever be adjudicated to exceed the time, WMB will not (and will cause each other WMB Entity not to) solicit for employmentgeographic, directly product or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boardsservice, or other publications of general availability or circulationlimitations permitted by applicable Law in any jurisdiction, nor the consideration then any court is expressly empowered to reform such covenant, and hiring of persons responding to such advertisements, covenant shall be deemed a breach reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The invalidity or unenforceability of any covenant or provision in this Section 6.35.16 as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, unless the advertisement and solicitation is undertaken as a means to circumvent any such invalidity or conceal a violation of this unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or in any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyjurisdiction.

Non-Solicitation. (a) Without Gupton hereby agrees that, from and after the prior consent date of WMBthis Agreement, during the term of the Transition Services Agreement and Xxxxxx shall not for a period of one year thereafter, WPX will not two (and will cause each other WPX Entity not to2) years following the date of txxx Xxreement (a) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of the Business or which at any time during the twelve (12) month period prior to the date of this Agreement, was a client or customer of the Business, for employmentthe purpose of doing business with such client or customer in competition with the Business, directly or indirectly(b) solicit, attempt to hire, or hire any employee or contractor consultant of Buyer (including any contractor employed employees of Seller hired by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary AgreementBuyer), or (ii) with whom assist in such solicitation or hiring by any WPX Entity hasother person or entity, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, encourage any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect consultant to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice terminate his or her profession or to utilize his or her skills relationship with the Business. It is agreed that the remedy at law for another employer or to restrict any employee’s freedom breach of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, foregoing shall be deemed a breach inadequate and that Buyer shall be entitled to any other remedy permitted by law or equity. All parties hereto hereby acknowledge the necessity of this Section 6.3, unless protection against solicitation by Gupton and that the advertisement nature and solicitation is undertaken as a means to circumvent or conceal a violation scope of this provision and/or such protection has been carefxxxx xonsidered by the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) parties. Gupton further acknowledges and agrees that money damages would not be a sufficient remedy for any breach of the covenants and provisioxx xx this Section 6.3 1 form part of the consideration under the Purchase Agreement and are among the inducements for Buyer entering into and consummating the transactions contemplated therein. The period provided and the matters covered are expressly represented and agreed to be fair, reasonable and necessary. The consideration provided for in the Purchase Agreement is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 1. If, however, this Section 1 shall be determined by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies unenforceable by reason of it extending for too great a breach period of this Section 6.3 but time or over too great a range of activities, it shall be in addition interpreted to all other remedies available at law extend only over the maximum period of time or equity range of activities as to the non-breaching partywhich it may be enforceable.

Non-Solicitation. (a) Without the prior consent of WMB, during During the term of the Transition Services Agreement this Agreement, and for a period of one year thereaftertwelve (12) months following the termination of this Agreement, WPX Xxxxxxx agrees that it will not (and will cause each other WPX Entity not to) solicit for employmentnot, directly or indirectly, whether individually or as a partner, shareholder, officer, director, contractor, independent representative, broker, agent, consultant or in any employee other capacity for any other individual, partnership, firm, corporation, company or contractor (including any contractor employed by a third party) of the WMB Entities that other entity: (i) is providing services offer, seek to offer, or cause to be offered, employment or other professional relationship to any WMB Entity person who was employed or WPX Entity contracted by Xxxxxx Transport Dispatch as a Load Planner or in connection with any other position or capacity during the six (6) month period prior to the termination of this Agreement or any Ancillary Agreement, or (ii) attempt to interfere or compete with whom any WPX Entity hasXxxxxx Transport Dispatch’s business or Xxxxxx Transport Dispatch’s business accounts, consultants, clients, customers, leads or will havevendors. Xxxxxxx recognizes that the time, more than incidental contact pursuant to geographic, and scope limitations set forth in this Agreement or are reasonable and properly required for the adequate protection of Xxxxxx Transport Dispatch’s business. In the event any Ancillary Agreement. (b) Without the prior consent limitations stated in this Section are deemed to be unreasonable by a court of WPXcompetent jurisdiction, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of then such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, provisions shall be deemed reformed to the maximum time, geographic and/or scope limitations permitted by law. If Xxxxxxx fails to act in a breach of manner consistent with this Section 6.3Section, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) Xxxxxxx understands, acknowledges and agrees that money damages would Xxxxxx Transport Dispatch shall be entitled to an injunction restraining the Carrier from engaging in any conduct or action which violates the terms of this Section. Xxxxxxx understands, acknowledges and agrees that Xxxxxx Transport Dispatch’s right to secure an injunction is not be exclusive, and that Xxxxxx Transport Dispatch may pursue a sufficient remedy claim for Liquidated Damages as provided in Section 13 of this Agreement. Carrier hereby expressly waives any and all defenses to any action brought by Xxxxxx Transport Dispatch to enforce this Section, and expressly consents to the entry of an injunction regardless of any claimed breach of this Section 6.3 agreement by such party (Xxxxxx Transport Dispatch, or any other member of such party’s Group)defense, (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not may or could ever be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyasserted by Carrier.

Non-Solicitation. (a) Without In consideration for the prior consent of WMBCompany's agreement to provide Employee access to Confidential Information and the other benefits provided Employee by this Agreement, during Employee agrees that while employed by the term of the Transition Services Agreement Company and for a period the Restricted Period, Employee shall not, whether for his own account or for the account of one year thereafterany other Person (excluding the Company), WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that intentionally (i) is providing services solicit, endeavor to entice or induce any WMB Entity or WPX Entity in connection with this Agreement employee of the Company or any Ancillary Agreementaffiliate to terminate his or her employment with the Company or such affiliate or accept employment with anyone else, (ii) call upon any Person or entity that was during the Term a customer of the Company or an affiliate of the Company for the purpose of soliciting from such Person orders or contracts of a type that such customer has with the Company or an affiliate of the Company if such services would be performed in the same city or within seventy-five (75) miles in all directions from the boundary of the city limits where the Company or its affiliate performs such services for the customer, or (iiiii) interfere in a similar manner with whom any WPX Entity has, the business of the Company or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreementan affiliate. (b) Without Employee has carefully read and considered the prior consent provisions of WPXthis Section 5.3 and, during having done so, agrees that the term restrictions set forth in this Section 5.3 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the Transition Services Agreement interests of the Company, its officers, directors, employees, creditors and for shareholders. Employee understands that the restrictions contained in this Section 5.3 may limit his ability to engage in a period of one year thereafterbusiness similar to the Company's business, WMB but acknowledges that he will not (receive sufficiently high remuneration and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in benefits from the performance of WPX obligations under this Agreement or any Ancillary AgreementCompany hereunder to justify such restrictions. (c) With respect to each It is specifically agreed that the Restricted Period during which the agreements and covenants of Sections 6.3(a) and 6.3(b) aboveEmployee made herein shall be effective, the prohibition on solicitation shall extend 90 days after the termination be computed by excluding from such computation any time which Employee is in violation of any employee’s employment or, in the case provision of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationthis Article 5. (d) Neither In the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach event that any provision of this Section 6.3, unless 5.3 relating to the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision Restricted Period and/or the hiring party acts with knowledge areas of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not restriction shall be a sufficient remedy for any breach of this Section 6.3 declared by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that to exceed the non-breaching party has been irreparably harmed as a result maximum time period or areas such court deems reasonable and enforceable, the Restricted Period and/or areas of any such breach restriction deemed reasonable and (iii) consents to enforceable by the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies court shall not be deemed to become and thereafter be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partymaximum time period and/or areas.

Non-Solicitation. (a) Without The Company agrees that between the prior consent date of WMB, during this Agreement and the term entry of the Transition Services Agreement Plan Sponsor Order, neither it nor any of its Affiliates nor any of their respective directors or officers shall, and for a period that it shall direct its and their respective key employees and representatives (including any investment banker, attorney or accountant retained by it or any of one year thereafter, WPX will not (and will cause each other WPX Entity its Affiliates) not to) solicit for employment, directly or indirectly, solicit any employee Acquisition Proposal; provided, however, that nothing shall prevent the Company or contractor (including its Board of Directors from taking any contractor employed by a third party) of the WMB Entities that following actions before the entry of the Plan Sponsor Order: (i) is complying with its obligations under Law with regard to an Acquisition Proposal; (ii) or (A) engaging in any negotiations or discussions with, or providing services to any WMB Entity information or WPX Entity in connection with this Agreement or materials to, any Ancillary AgreementPerson who has made an unsolicited bona fide written Acquisition Proposal, (B) recommending an unsolicited Acquisition Proposal, or (iiC) after compliance with whom Section 5.09(d), approving or entering into an unsolicited Acquisition Proposal, if, prior to taking any WPX Entity hasof the actions in (A), (B) or will have(C), more than incidental contact pursuant the Board of Directors of the Company determines in good faith (after consultation with its legal and financial advisors) that (1) such action would be reasonably likely to this Agreement be required in order to comply with its fiduciary duties under applicable Law and (2) such Acquisition Proposal is a Superior Proposal or any Ancillary Agreementwould be reasonably likely to lead to a Superior Proposal. (b) Without The Company shall, within two Business Days of receipt by the prior consent Company of WPXan Acquisition Proposal, during provide the term Purchaser with the material terms and conditions of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementsuch Acquisition Proposal. (c) With respect to each In the event the Board of Sections 6.3(a) and 6.3(bDirectors of the Company determines, in accordance with paragraph (a) above, to take any affirmative action to approve, or authorize negotiations of, a definitive agreement in respect of an Acquisition Proposal, the prohibition on solicitation Company shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation provide notice of such employee’s involvement in determination to the performance of all “Services” (Purchaser as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationsoon as practicable. (d) Neither The Company agrees that between the publication date of classified advertisements this Agreement and the entry of the Plan Sponsor Order, the Purchaser shall have the right (a “Matching Right”), within ten days after the Purchaser receives a copy of the notice provided by the Company pursuant to Section 5.09(c), to deliver to the Company an unconditional written offer to improve the terms and conditions contained in newspapers, periodicals, Internet bulletin boards, or other publications this Agreement so long as the Deemed Value of general availability or circulation, nor such improved offer (which Deemed Value will include the consideration value of the amounts that would be owed to the Purchaser under Section 9.02(b) if such Acquisition Proposal were accepted and hiring consummated) is at least equal to the Deemed Value of persons responding to such advertisements, pending Acquisition Proposal. The Purchaser shall be deemed a breach of this Section 6.3, unless under no obligation to exercise its Matching Right or to participate in any proceedings designed to elicit from the advertisement Purchaser an equal or higher and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitionbetter offer. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without Other than in accordance with Section 6.7, the prior consent of WMBBuyer agrees that, during the term of two (2) years following the Closing Date (or the longer period until two (2) years following the Transition Services Agreement End Date with respect to Manufacturing Employees), it will not, and for a period of one year thereafter, WPX will not (and it will cause each other WPX Entity Buyer Party not to) solicit for employment, without the prior written consent of the Parent, directly or indirectly, solicit for employment or enter into any employment agreement (conditional or otherwise) with or employ any employee or contractor (including any contractor employed by a third party) of the WMB Entities Parent or its Affiliates (other than Business Subsidiary Employees), except that (iA) the Buyer shall not be precluded from hiring an employee who has been terminated by Parent or its Affiliates at least six (6) months prior to commencement of employment discussions between the Buyer and such employee, provided that such hiring is providing services consistent with such employee’s contractual obligations to the Parent and its Affiliates and (B) prior to the applicable Transfer Date for any WMB Entity Business Employee, the Buyer shall not be precluded from continuing employment discussions and negotiations with, and may employ, such Business Employee. The placing of an advertisement of a position by the Buyer to members of the public generally, such as through the internet, newspapers, radio or WPX Entity in connection with this Agreement or any Ancillary Agreementtelevision, or (ii) with whom any WPX Entity hasgeneral mass mailing to the public, or will havethe engagement of recruiting firms or similar Persons who are not specifically instructed or requested to solicit any of the restricted employees described above, more than incidental contact pursuant to shall not itself constitute a breach of this Agreement or any Ancillary AgreementSection 6.10(a). (b) Without the prior consent of WPXEach Seller agrees that, during the term of two (2) years following the Closing Date (or the longer period until two (2) years following the Transition Services Agreement End Date with respect to Manufacturing Employees), it will not, and for a period of one year thereafter, WMB will not (and it will cause each other WMB Entity Seller Restricted Party not to) solicit for employment, without the prior written consent of the Buyer, directly or indirectly, solicit for employment or enter into any employment agreement (conditional or otherwise) with or employ any Hired Employee, any Business Employee that received but declined an offer of employment from the Buyer or any of its Affiliates in connection with the Transactions as contemplated by this Agreement, any employee of WPX involved in the performance of WPX obligations under this Agreement Parent or any Ancillary Agreement. (cAffiliate thereof that is, or would be required to be, listed on Schedule 1.1(c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment oror Schedule 1.1(f), in each case, as of the case date of WMB employeesthis Agreement, 90 days after or would be required to be listed on such Schedules during the cessation Pre-Closing Period, that ceases to be employed by Parent or an Affiliate thereof on or prior to the Closing Date or any employee of the Business Subsidiary, except that such Seller shall not be precluded from hiring an employee who has been terminated by the Buyer or its Affiliates at least six (6) months prior to commencement of employment discussions between such Seller and such employee, provided that such hiring is consistent with such employee’s involvement in contractual obligations to the performance Buyer. The placing of all “Services” (an advertisement of a position by a Seller to members of the public generally, such as defined under through the Transition Services Agreement). This provision internet, newspapers, radio or television, or general mass mailing to the public, or the engagement of recruiting firms or similar Persons who are not specifically instructed or requested to solicit any of the restricted employees described above, shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed itself constitute a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition6.10(b). (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without For the prior consent of WMB, during period from the term Closing ---------------- through the end of the Transition Services Agreement Non-Competition Period, the Company will not, and for a period of one year thereafter, WPX will not permit any Company Subsidiary to, solicit, encourage, entice or induce any person who is at such time an employee of AWI or any of its Subsidiaries, in each case, where such employee is engaged in the employ of AWI or any of its Subsidiaries in a business which is ancillary to the business in which AO is engaged as of the date hereof, to terminate his or her employ with AWI or any of its Subsidiaries (and will cause each other WPX Entity not to) solicit than AO), as applicable, but only for employment, directly or indirectly, any employee or contractor (including any contractor so long as such person is employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement AWI or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreementof its Subsidiaries. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for For a period of one year thereafter18 months following the Closing Date, WMB the Company will not, and will not (and will cause each other WMB Entity not permit any Company Subsidiary to) solicit for employment, directly or indirectlywithout the prior written consent of AWI, employ any person who is an employee of WPX involved AWI or any of AWI's Subsidiaries (other than AO) on the Closing Date, in each case, where such employee is engaged in the performance employ of WPX obligations under this Agreement AWI or any Ancillary Agreementof AWI's Subsidiaries (other than AO) in a business which is ancillary to the business in which AO is engaged as of the date hereof. The restrictions set forth in this Section 6.3(b) shall not apply to any persons whose employment with AWI or any of its Subsidiaries, as the case may be, has been terminated by AWI or such Subsidiary during such 18 month period. (c) With respect to each of Sections 6.3(a) The parties acknowledge and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed agree that if a breach of occurs under this Section 6.3, unless the advertisement any remedy of law would be inadequate and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents affected party, in addition to the granting of injunctive relief without proof of actual seeking monetary damages as a remedy for in connection with any such breach. Such remedies , shall not be deemed entitled to be the exclusive remedies for specific performance, injunctive or other equitable relief to prevent or restrain a breach of this Section 6.3 but shall be in addition or to all other remedies available at law or equity to enforce the non-breaching partyprovisions of this Section 6.3.

Non-Solicitation. (a) Without This Paragraph 3 shall apply to you at any time that you hold the prior consent title of WMBVice President or higher. (b) You agree that, during the term of the Transition Services Agreement your employment and for a period of one year thereaftereighteen (18) months from the date your employment terminates for any reason you will not, WPX will not without the prior written consent of the Company or your Employer: (and will cause each other WPX Entity not toi) solicit for employmentsolicit, directly or indirectlyindirectly (other than through a general solicitation of employment not specifically directed to employees of the Company or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any way assist another in soliciting or recruiting the employment of, or otherwise induce the termination of the employment of, any employee person who then or contractor within the preceding twelve (including any contractor employed by a third party12) months was an officer of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement Company or any Ancillary Agreement, of its Subsidiaries (excluding any such officer whose employment was involuntarily terminated); or (ii) with whom engage in the Solicitation of Business from any WPX Entity has, Client on behalf of any person or will have, more entity other than incidental contact pursuant to this Agreement the Company or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementits Subsidiaries. (c) With respect In any event of breach of the obligation referred to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the in this Paragraph 3 following termination of any employee’s employment oremployment, in you shall be liable to pay the case contractual penalty corresponding to a 25% of WMB employees, 90 days after remuneration received during the cessation twelve calendar months preceding termination of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement)employment. This The preceding provision shall not operate or affect any other claims of the Employer resulting from the relevant breach. You shall be construed obliged to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom pay this contractual penalty within the non-extendible period of movement or associationthirty (30) days of the breach. (d) Neither For the publication avoidance of classified advertisements in newspapersany doubt, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, Parties agree that the contractual penalty shall be deemed paid notwithstanding any damage demonstrated and suffered by your Employer as a result of your breach of the obligation determined in this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitionParagraph 3. (e) Each The provisions of subparagraph (c) do not limit your Employer's right to claim damages exceeding the amount of the parties above contractual penalty on the basis of the general principles of the Civil Code. (if) acknowledges and agrees that money damages would not be a sufficient remedy for any breach For purposes of this Section 6.3 by such party (Paragraph 3, “officer” shall include any person holding a position title of Assistant Vice President or any other member of such party’s Group)higher. Notwithstanding the foregoing, (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but Paragraph 3 shall be inapplicable following a Change in addition to all other remedies available at law or equity to the non-breaching partyControl.

Non-Solicitation. (a) Without the prior consent of WMB, during During the term of the Transition Services this Agreement and for a period of one year twelve (12) months thereafter, WPX End User will not (and will cause each other WPX Entity not to) recruit or otherwise solicit for employmentemployment any VuNet Systems’ employees or subcontractors who participated in the performance of Services without VuNet Systems’ express prior written approval. Disclaimer of Warranties THE LICENSED SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, directly or indirectlyEXCEPT AS STATED IN SECTION 10. THE ENTIRE RISK AS TO THE RESULT AND PERFORMANCE OF THE LICENSED SOFTWARE IS ASSUMED BY CUSTOMER. EXCEPT AS STATED IN SECTION 10, any employee or contractor (including any contractor employed by a third party) VuNet Systems AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LICENSED SOFTWARE OR THE USE OR OPERATION THEREOF AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Limitation of Liability Except with respect to claims relating to breach of the WMB Entities that confidentiality provisions herein, intellectual property infringement or use of the software by Customer outside of the scope of the license granted herein , under no circumstances shall either party’s aggregate liability to the other party arising out of or related to this License Agreement exceed the lesser of (i) is providing services the aggregate fees due or paid to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, VuNet Systems from Customer at the time of such Party’s claim or (ii) with whom the actual damages sustained by such party, regardless of whether any WPX Entity hasaction or claim is based on warranty, contract, tort or will haveotherwise. Each party hereby releases the other party from all obligations, more than incidental contact pursuant to liability, claims or demand in excess of this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement limitation. Neither VuNet Systems nor its licensors and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulationsuppliers, nor the consideration and hiring of persons responding to such advertisementsCustomer, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy liable for any breach special, indirect, incidental, or consequential damages, including, but not limited to, any loss of this Section 6.3 by such party revenues, lost profits, loss of or inaccuracy of data, or lost or interrupted business, however caused and whether based in tort (including negligence), contract, or any other member theory of liability, even if such entity has been advised of the possibility of such damages. This limitation of liability shall apply to the maximum extent permitted by law. Customer’s Representations and Warranties Customer represents and warrants that it has the right to enter into this License Agreement, that Customer is a corporation duly organized and existing (and in good standing) under the laws of the country or state of its incorporation and has the power and authority (corporate or otherwise) to execute and deliver this License Agreement. Title Title, ownership rights, and any and all intellectual property rights in and to the Licensed Software shall remain in VuNet Systems and/or its licensors and suppliers. The Licensed Software is protected by copyright laws and international copyright treaties. Title, ownership rights, and intellectual property rights in and to the content accessed through the Licensed Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License Agreement gives Customer no rights to such content. Except as expressly provided herein, all right, title and interest in and to the Licensed Software remains with VuNet Systems and its licensors and suppliers. [Intentionally left blank] Press Releases and Other Promotions The parties may publish press releases concerning the existence of this License Agreement and the terms hereof with the other party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall written consent which may not be deemed unreasonably withheld. Otherwise no public statements concerning the existence or terms of the License Agreement will be made or released to be any medium except with the exclusive remedies for a breach prior approval of this Section 6.3 but shall be in addition to all other remedies available at law both parties or equity to the non-breaching partyas required by statute or regulation.

Non-Solicitation. During the period commencing on the date on which this Agreement is entered into and ending one year following the termination of this Agreement, the Company shall not, without Manager’s prior written consent, directly or indirectly, (ai) Without solicit or encourage any person to leave the prior consent employment or other service of WMBManager or its affiliates or (ii) hire, on behalf of BH OPPORTUNITY REIT, BH OP or any other person or entity, any person who has left the employment within the one year period following the termination of that person’s employment with Manager or its affiliates. During the period commencing on the date hereof through and ending one year following the termination of this Agreement, neither BH OPPORTUNITY REIT nor BH OP shall, whether for its own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the relationship of Manager or its affiliates with, or endeavor to entice away from Manager or its affiliates, any person who during the term of the Transition Services Agreement is, or during the preceding one-year period was, a customer of Manager its affiliates. Notwithstanding the foregoing, the obligations of BH OPPORTUNITY REIT and for a period of one year thereafter, WPX will BH OP under this section shall be waived and shall not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of apply in the WMB Entities that following circumstances: (i) is providing services Manager files for a voluntary petition under Title 11 of the United States Code, 11 U.S.C. §101, et seq., as amended from time to any WMB Entity or WPX Entity in connection with this Agreement time, or any Ancillary Agreementsuccessor statute or statutes (the “Bankruptcy Code”) Code or any other Federal or state bankruptcy, receivership or insolvency law; or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement an involuntary petition is filed against Manager under the Bankruptcy Code or any Ancillary Agreement.other Federal or state bankruptcy, receivership or insolvency law, and such petition or proceeding has not been dismissed or terminated within 60 days of such filing; or (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under event Manager either (i) terminates this Agreement pursuant to Section 7.1 because Manager is no longer in the business of providing property management services or any Ancillary Agreement. (cii) With respect materially breaches its obligations to each of Sections 6.3(a) provide the services set forth herein, and 6.3(b) above, the prohibition on solicitation shall extend 90 such material breach continues uncured for 15 business days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation date BH OPPORTUNITY REIT or BH OP has given Manager written notice of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed material breach pursuant to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationSection 8.1 hereof. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without the prior consent of WMBEach party agrees that, during the term period commencing on the execution of this Master Agreement and ending upon the one (1) year anniversary of the end of the Transition Services Agreement Period, without the prior written consent of the other party, such party shall not, and for a period of one year thereafter, WPX will not (and will it shall cause each other WPX Entity its Subsidiaries not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services induce or encourage any employee of the other party to any WMB Entity terminate his or WPX Entity in connection her employment with this Agreement or any Ancillary Agreement, the other party or (ii) with solicit for employment or any similar arrangement any employee of the other party; provided that such party and its Subsidiaries shall not be restricted from (A) accepting referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of the other party, (B) making any general advertisement not targeted at employees of the other party appearing in a newspaper, magazine, Internet sites or trade publication, (C) soliciting any person who has not been an employee of the other party for at least one hundred eighty (180) days prior to being solicited or hired by such party or its Subsidiaries and whom neither the other party nor any WPX Entity hasof its Subsidiaries, subject to clauses (A) and (B) of this proviso, have solicited over such 180-day period, or will have, more than incidental contact pursuant (D) soliciting any person who the other party or its Subsidiaries are permitted to this solicit under the Asset Purchase Agreement or any Ancillary Agreementin accordance with the terms thereof. (b) Without the prior consent Each of WPXCOMPANY and BPPR agrees that, during the term period commencing on the execution of this Master Agreement and ending upon the one (1) year anniversary of the end of the Transition Services Agreement Period, without the prior written consent of EVERTEC, such party shall not, and for a period of one year thereafter, WMB will not (and will it shall cause each other WMB Entity its Subsidiaries not to) solicit for employment, directly or indirectly, hire or assist any other Person in hiring any Restricted Employee; provided that COMPANY, BPPR and their Subsidiaries shall not be restricted from hiring any person who has not been an employee of the other party for at least one hundred eighty (180) days prior to being solicited or hired by such party or its Subsidiaries and whom neither the other party nor any of its Subsidiaries, subject to clauses (A) and (B) of the proviso in clause (a) above, have solicited over such 180-day period. For purposes of this Section 1.17(b), “Restricted Employee” means any employee of WPX involved in the performance of WPX obligations under this Agreement following EVERTEC groups or divisions: Business Solutions division, Payment Services division, Information Technology and Quality and Change Management groups within EVERTEC’s Information Technology and Operations division, and Information Security division (including any Ancillary Agreementfunctional successor thereto). (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without SMART shall, and shall cause the SMART Subsidiaries, and their respective officers, directors, SMART Employees, representatives and agents to, immediately cease and terminate, or cause to be terminated, any existing solicitations, encouragements, discussions, negotiations or other activities commenced prior to the date of this Agreement with any person (other than AcquisitionCo) that has made, indicated any interest in making or may reasonably be expected to make, an Acquisition Proposal. (b) SMART shall (i) immediately discontinue access to any data room relating to an Acquisition Proposal and (ii) promptly request and use its reasonable commercial efforts to require (A) the return or destruction of all information and (B) the destruction of all material including or incorporating or otherwise reflecting such information, in each case, to the extent provided to any third party (or to its officers, directors, employees, representatives or agents) that has entered into a confidentiality agreement with SMART relating to a potential Acquisition Proposal to the extent that such information has not previously been returned or destroyed, and shall use its reasonable commercial efforts to ensure that such requests are honoured in accordance with the terms of such agreement. (c) SMART covenants and agrees (i) that it shall take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which it or any of the SMART Subsidiaries is a party to the fullest extent permitted under applicable Law, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof, and (ii) that neither it, nor any of the SMART Subsidiaries or any of their respective representatives shall, without the prior written consent of WMBthe Purchaser Parties (which may be withheld or delayed in the Purchaser Parties’ sole and absolute discretion), during the term release any person from, or terminate, waive, amend, suspend or otherwise modify such person’s obligations respecting SMART or any of the Transition Services Agreement and for SMART Subsidiaries under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which SMART or any of the SMART Subsidiaries is a period of one year thereafterparty. (d) Except as expressly provided in this Section 7.2 [Non-Solicitation], WPX will not (and will cause each other WPX Entity not to) solicit for employmentSMART shall not, directly or indirectly, through any employee officer, director, SMART Employee, consultant, investment banker, lawyer, accountant or contractor other representative (including any contractor employed by a third partyfinancial or other advisor) or agent of SMART or any of the WMB Entities that SMART Subsidiaries: (i) is providing services solicit, assist, initiate, or knowingly facilitate or encourage (including by way of furnishing information or permitting any visit to any WMB Entity properties or WPX Entity facilities or entering into any agreement, arrangement or understanding) any inquiries, proposals or offers that constitute or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any person regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iii) withdraw, amend, modify or qualify, or propose publicly or state an intention to withdraw, amend, modify or qualify, in a manner adverse to AcquisitionCo, the approval or recommendation of the Board or any committee thereof of this Agreement or the Arrangement; (iv) furnish or provide access to any information or data concerning SMART, the SMART Subsidiaries or their respective businesses, properties or assets to any person in connection with, or that would reasonably be expected to constitute or lead to, an Acquisition Proposal; (v) accept, approve, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, or take no position or a neutral position with respect to a publicly announced or publicly proposed Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five business days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 7.2 provided the Board has rejected such Acquisition Proposal and affirmed the Board’s recommendation of the Arrangement before the end of such five business day period); or (vi) accept or enter into, or publicly propose to accept or enter into, any letter of intent, memorandum of understanding, agreement in principle or other agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 7.2(e)(iv)). (e) Notwithstanding Section 7.2(d), or any other provision hereof, at any time prior to, but not after, obtaining the approval of the Voting Securityholders of the Arrangement Resolution, SMART shall be permitted to enter into or participate in any discussions or negotiations with any third party in response to an Acquisition Proposal by such person and may provide copies of, or access to or disclosure of information, properties, facilities, books or records of SMART if and only if: (i) the Board first determines in good faith, after consultation with its outside legal counsel, that based on the information then available and after consultation with its financial advisor(s), such Acquisition Proposal constitutes, or would reasonably be expected to constitute or lead to, a Superior Proposal; (ii) such person was not restricted from, or had not otherwise been released from, making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar agreement, restriction or covenant with SMART; (iii) SMART has been, and would be after entering into or participating in any such discussions or negotiations, in compliance with all of its obligations under this Section 7.2 [Non-Solicitation]; (iv) prior to providing any such copies, access or disclosure, SMART enters into a confidentiality and standstill agreement with such person with terms at least as restrictive in all material respects on such person as the Confidentiality Agreement and any such copies, access or disclosure provided to such person shall have already been (or simultaneously be) provided to the Purchaser Parties; and (v) SMART promptly provides the Purchaser Parties with: (A) prompt written notice stating SMART’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; and (B) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality agreement referred to in Section 7.2(e)(iv). (f) SMART shall promptly notify the Purchaser Parties, at first orally and then within 24 hours in writing, of any proposal, inquiry, offer or request relating to, or constituting an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to SMART in connection with an Acquisition Proposal or for access to the properties, facilities, books or records of SMART or any of the SMART Subsidiaries by any person that informs SMART that it is considering making, or has made, an Acquisition Proposal and any amendment thereto. If in writing or electronic form, SMART shall provide a copy thereof to the Purchaser Parties, and if not in writing or electronic form, a description of the terms and conditions of any such Acquisition Proposal or proposal, inquiry, offer or request and shall provide the identity of the person making any such Acquisition Proposal or proposal, inquiry, offer or request and such other details as the Purchaser Parties may reasonably request. SMART shall keep the Purchaser Parties fully informed on a current basis of the status of, developments to and any change in the terms of any such Acquisition Proposal or proposal, inquiry, offer or request and answer the Purchaser Parties’ reasonable questions with respect thereto. SMART shall provide to the Purchaser Parties copies of all correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence sent to SMART by or on behalf of any person making any such Acquisition Proposal. (g) If SMART receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Voting Securityholders, the Board may accept, approve or recommend such Acquisition Proposal and enter into a definitive agreement with respect to such Superior Proposal if and only if: (i) the person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar agreement, restriction or covenant (that had not otherwise been waived); (ii) SMART has been, and continues to be, in compliance with all of its obligations under this Section 7.2 [Non-Solicitation]; (iii) SMART has provided the Purchaser Parties with written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisor(s), has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “Superior Proposal Notice”); (iv) SMART has provided the Purchaser Parties with a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including any financing documents supplied to SMART in connection therewith; (v) at least five business days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Purchaser Parties received the Superior Proposal Notice and the date on which the Purchaser Parties received all of the materials set forth in Section 7.2(g)(iv); (vi) during any Matching Period, AcquisitionCo has had the opportunity (but not the obligation), in accordance with Section 7.2(h), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (vii) after the expiry of the Matching Period, the Board (A) has determined in good faith, after consultation with its outside legal counsel and its financial advisor(s), that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by AcquisitionCo under Section 7.2(h)) and (B) has determined in good faith, after consultation with its outside legal counsel, that recommending that SMART enter into a definitive agreement with respect to such Superior Proposal is necessary in order for the Board to comply with its fiduciary duties under applicable Law; (viii) SMART concurrently terminates this Agreement pursuant to Section 8.2(d)(ii); and (ix) SMART has previously, or concurrently shall have, paid to AcquisitionCo the Termination Fee. (h) During the Matching Period, or such longer period as SMART may approve in writing for such purpose: (i) the Board shall review any Ancillary Agreementoffer made by AcquisitionCo under Section 7.2(g)(vi) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) SMART shall negotiate in good faith with AcquisitionCo to make such amendments to the terms of this Agreement and the Arrangement as would enable AcquisitionCo to proceed with the transactions contemplated hereby on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, SMART shall promptly so advise AcquisitionCo and SMART and AcquisitionCo shall amend this Agreement to reflect such offer made by AcquisitionCo, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (i) The Board shall promptly reaffirm its recommendation of the Arrangement by news release after any Acquisition Proposal is publicly announced or made if: (i) the Board determines that the Acquisition Proposal is not a Superior Proposal; or (ii) with whom the Board determines that an amendment to the terms of the Arrangement as contemplated under Section 7.2(g)(vi) has been agreed that results in the Acquisition Proposal not being a Superior Proposal. AcquisitionCo and its counsel and other advisors shall be given a reasonable opportunity to review and comment on the form and content of any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreementsuch news release. (bj) Without Each successive amendment or modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Section 7.2 [Non-Solicitation] and AcquisitionCo shall be afforded a new Matching Period from the prior consent of WPX, during the term later of the Transition Services Agreement date on which the Purchaser Parties received the Superior Proposal Notice and for a period the date on which the Purchaser Parties received all of one year thereafter, WMB will not (and will cause each other WMB Entity not tothe materials set forth in Section 7.2(g)(iv) solicit for employment, directly or indirectly, any employee of WPX involved in with respect to the performance of WPX obligations under this Agreement or any Ancillary Agreementnew Superior Proposal from SMART. (ck) With respect Nothing contained in this Agreement shall: (i) limit in any way the obligation of SMART to each convene and hold SMART Meeting in accordance with Section 2.2 [Implementation Steps by SMART] of Sections 6.3(athis Agreement unless this Agreement is terminated in accordance with Article VIII [Term, Termination, Amendment and Waiver] or (ii) prevent the Board from complying with section 2.17 of Multilateral Instrument 62-104 Takeover Bids and 6.3(b) above, Issuer Bids and similar provisions under Securities Laws relating to the prohibition on solicitation shall extend 90 days after the termination provision of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed directors’ circulars and making appropriate disclosure to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationits securityholders. (dl) Neither SMART shall advise its officers, directors, employees, representatives and agents of the publication prohibitions set forth in this Section 7.2 [Non-Solicitation] and any violation of classified advertisements the restrictions set forth in newspapersthis Section 7.2 [Non-Solicitation] by SMART or its officers, periodicalsdirectors, Internet bulletin boardsemployees, or other publications of general availability or circulation, nor the consideration representatives and hiring of persons responding agents is deemed to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition7.2 [Non-Solicitation] by SMART. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. What is the reasonable period required to protect a legitimate business interest? Costs¢ÃÂÂThe Parties agree that they shall each bear their own respective costs for the preparation and negotiation of this Agreement.¢ÃÂÂ22. Notices ¢ÃÂÂAny notice pursuant to this Agreement shall be in writing and may be sent by: (a) Without regular mail to the prior consent other Party at the address stated in this Agreement and shall be effective 2 days from the date of WMBdispatch; or (b) if permitted in the jurisdiction, during by email or other means of written/printed/displayed digital means of communication and such notice shall be deemed to be effective 24 hours after dispatch.¢ÃÂÂ20. Severability¢ÃÂÂThe Parties agree that if any provision of this Agreement becomes invalid or unenforceable for any reason: a) the offending provision shall be removed; and b) the remaining provisions of this Agreement shall be unaffected and continue to be valid and enforceable for all purposes.¢ÃÂÂ16. Term of the Internship¢ÃÂÂThe term of the Transition Services Agreement Internship shall commence on [Date] (¢ÃÂÂEffective Date¢ÃÂÂ) and shall continue for a period of one year thereafter[Months], WPX will not at the end of which period this Agreement shall be terminated for all purposes (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) ¢ÃÂÂTermination Date¢ÃÂÂ).¢ÃÂÂ4. The Intern may be required to be available outside of the WMB Entities that (i) is providing services indicated hours from time to any WMB Entity or WPX Entity in connection with time and the Intern agrees to be available to perform the required duties during such times. ¢ÃÂÂ6. Applicable Law¢ÃÂÂThe interpretation of this Agreement or any Ancillary Agreement, or (ii) part of it shall governed by and construed in accordance with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term laws of the Transition Services State of [State] and shall be subject to the exclusive jurisdiction of the federal and state courts located in [County], [State].User Note:à  An important aspect of the Internship Agreement is to protect the economic interests and for assets (particularly Intellectual Property) of a period of one year thereafterbusiness. Non- Competition, WMB will not (Non-Solicitation and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in Non-Circumventionà Âà Â12.1 Non- Competition. The narrower the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) aboverestriction, the prohibition on solicitation shall extend 90 days after the termination of more likely it will be upheld.¢ÃÂÂThe User Note is intended for guidance only and does not in any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration way constitute legal advice and hiring of persons responding to such advertisements, Users should treat it accordingly Internship Hours¢ÃÂÂThe Intern shall be deemed a breach available from Monday to Friday (excluding holidays) between the hours of this Section 6.3, unless the advertisement and solicitation is undertaken as a means [Time] to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) [Time]. The Intern acknowledges and agrees that money damages would not at the conclusion of the Internship, the Company shall be a sufficient remedy for under no obligation to offer to the Intern any breach of this Section 6.3 by such party (position on an employer/employee or any other member basis.¢ÃÂÂ3. Except as required by law or by court order, the Intern shall not disclose or make use of such party’s Group), (ii) consents to a court the IPR of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy Company for any such breachreason.¢ÃÂÂ12. Such remedies Delays, Indulgences And Omissions¢ÃÂÂA delay or indulgence or omission in exercising any right, power or remedy shall not be deemed construed as a waiver.¢ÃÂÂ19. If the User prefers a different Restricted Period for one or more of the covenants, the relevant clause should be amended to be the exclusive remedies for a breach meet such requirement.¢ÃÂÂUsers of this Section 6.3 but template Agreement should note that courts in general are not in favor of documents with restrictive covenants, particularly where related to employment type situations and they generally interpret such documents very narrowly. Absence¢ÃÂÂIf the Intern is unable to attend to assigned duties for any reason, including sickness, he/she shall be in addition inform the [Name of Department] Department as soon as possible by telephone on [Number] or way of email to all other remedies available [Email Address]. Following termination of this Agreement, the Intern shall return to siht fo Noisiux yna gnitnevmucric fo esapcric fo esaplic fo eShnrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrurity ESInt Sitrap â € ã eh гор Netni ehirni ehirud .noitnevMucric-bread 3.21  € ¢ ¢ ¢ Fo sremosic â € іters Ãопresc â â ã ãī â ã â ã â ã â ã â ã À ã ã ã ã ãạ ã ãạ ãī ã ã â â ﺖﻧ HTIw TnamedGegnne Ro Tnemyolpe Rotimret at law or equity YnAPMOC OT Fo Rotcartnoc Ro to the non-breaching party.Tnegow Si Ti Hcud Ro Email Ro Sremosic Sti nadamo Ro Srempo Yadairla Ynapooc â â ã ti A â ã ã ã ã ã ã ã ã ãà A ã ã ãà A ã ã ãà A ã ã ãà A ã ã ãà A ã ã ãà A ã à Aãport Secamdress RO Stcastport Yna Esnecil, Ylppus) b (; Ynapmoc Est HTIW GNACNE, ENAnAnapac Net Netni Eht, Ramep detections ESH GNIRUD â ãī, .21 Esualc DNA 11 Esualc Ni SGN IkATREDNU NEMAT LLA OT DEILPPA SIS DEILS DEEDICS ETING ROFSUSUS ESHIOUS ESNASUS ESHI TCETORGE OT SNESORGILO LAGAL FO NETTNI ETTNI ETTNI ETABDE Eb DluoHs Mia İj kcis ynani ninethni Netni [Tan Nretn Netni Eacthe [Naht Sil Ton Fo Gnitire Eaciton A YTRARIRW NEXT Fo GNITIRW NEXT GNIVIG YSI

Non-Solicitation. Subject to section 6.16, Big Horn covenants and agrees that, during the period from the date of this Agreement until the earlier of: (i) the Effective Time; or (ii) the date that this Agreement is terminated, except with the written consent Westlinks or as otherwise expressly permitted or specifically contemplated by this Agreement Big Horn shall: (a) Without immediately cease and cause to be terminated any existing discussions or negotiations or other proceedings initiated prior to the prior consent date hereof by Big Horn, or its officers, directors, employees, financial advisors, representatives and agents ("Representatives") or others with respect to any proposed Acquisition Proposal; (b) not directly or indirectly, solicit, initiate or encourage (including by way of WMBfurnishing information) any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal from any person, during or engage in any discussion, negotiations or inquiries relating thereto or accept any Acquisition Proposal; (c) not release any person from any confidentiality or standstill agreement to which Big Horn and such person are parties or amend any such agreement; and (d) exercise all rights to require the term return of information regarding Big Horn previously provided to such persons and shall exercise all rights to require the Transition Services Agreement and for a period destruction of one year thereafterall materials including or incorporating any information regarding Big Horn. Notwithstanding the above, WPX will not Big Horn may: (and will cause each other WPX Entity not toa) solicit for employmentengage in discussions or negotiations with any person who (without any solicitation, initiation or encouragement, directly or indirectly, any employee by Big Horn, or contractor (including any contractor employed by a the Representatives) seeks to initiate such discussions or negotiations and may furnish such third party) of person information concerning Big Horn and its business, properties and assets if, and only to the WMB Entities that extent that: (i) the other person has first made a Superior Proposal and Big Horn's board of directors has concluded in good faith, after considering applicable law and receiving the written advice of its counsel, that such action is providing services required by the Big Horn board of directors to any WMB Entity or WPX Entity in connection comply with this Agreement or any Ancillary Agreement, or fiduciary duties under applicable law; (ii) prior to furnishing such information to or entering into discussions or negotiations with whom such person or entity, Big Horn provides immediate notice orally and in writing to Westlinks specifying that it is furnishing information to or entering into discussions or negotiations with such person or entity in respect to a Superior Proposal, receives from such person or entity an executed confidentiality agreement having confidentiality and standstill terms substantially similar to those contained in the Confidentiality Agreement, and provides Westlinks with a copy of such Superior Proposal and any WPX Entity has, amendments thereto and confirming in writing the determination of Big Horn's board of directors that the Acquisition Proposal if completed would constitute a Superior Proposal; (iii) Big Horn provides immediate notice to Westlinks at such time as it or will have, more than incidental contact pursuant such person or entity terminates any such discussions or negotiations; and (iv) Big Horn immediately provides or makes available to this Agreement Westlinks any information provided to any such person or any Ancillary Agreement.entity whether or not previously made available to Westlinks; (b) Without the prior consent of WPX, during the term comply with Part 13 of the Transition Services Agreement Securities Act (Alberta) with regard to a tender or exchange offer, if applicable, and for a period similar rules under applicable Canadian securities laws relating to the provision of one year thereafterdirectors' circulars, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement.make appropriate disclosure with respect thereto to Big Horn Shareholders; and (c) With respect to each of Sections 6.3(a) and 6.3(b) aboveaccept, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment orrecommend, approve or implement a Superior Proposal from a third person, but only (in the case of WMB employeesthis section 6.15(c)) if prior to such acceptance, 90 days recommendation, approval or implementation, Big Horn's board of directors shall have concluded in good faith, after considering all proposals to adjust the cessation terms and conditions of this Agreement and the Arrangement which may be offered by Westlinks during the three Business Day notice period set forth below and after receiving the written advice of its counsel, that such employee’s involvement action is required by the Big Horn board of directors to comply with fiduciary duties under applicable law. Big Horn shall give to Westlinks, orally and in writing, at least three Business Days advance notice of any decision by the board of directors of Big Horn to accept, recommend, approve or implement a Superior Proposal, which notice shall identify the party making the Superior Proposal and shall provide a true and complete copy thereof and any amendments thereto. In addition, Big Horn shall and shall cause its financial and legal advisors to negotiate in good faith with Westlinks to make such adjustments in the performance terms and conditions of all “Services” (this Agreement and the Arrangement as defined would enable Big Horn to proceed with the Arrangement as amended rather than the Superior Proposal. In the event Westlinks proposes to amend this Agreement and the Arrangement to provide substantially equivalent or superior value to that provided under the Transition Services Agreement). This provision Superior Proposal within the three Business Days time period specified above, then Big Horn shall not operate or be construed to prevent or limit enter into any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationdefinitive agreement regarding the Superior Proposal. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. 10.1 Subject to any actions which the Company deems necessary to take so as to comply with the requirements of the 2014 Act, the Takeover Rules and/or with the fiduciary duties of the Directors, the Company agrees that none of the Company, any of the directors, officers, employees or advisers of the Company, the subsidiaries of the Company or any of the directors, officers, employees or advisers of the subsidiaries of the Company (collectively, the “Representatives”) shall: (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, solicit or otherwise seek any employee offer or contractor agreement from, any person other than the Offeror in respect of a Third Party Transaction (including any contractor employed by a third party“Third Party Transaction Proposal”) during the period commencing on the date of this Agreement and ending, the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with earlier of, termination of this Agreement or any Ancillary Agreement, or on three months from the date hereof (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement.the “Non-Solicitation Period”); or (b) Without continue pursuing any discussions existing at the prior consent date of WPX, this Agreement with any other person in connection with any Third Party Transaction Proposal during the term Non-Solicitation Period; provided that nothing in the above clause prevents the Company from responding to enquiries from any bona fide potential offeror or holding discussions with or corresponding with any bona fide potential offeror that has submitted (and not withdrawn) a written proposal to the Company to the extent that the Company’s directors (acting in good faith and having taken appropriate legal and financial advice) conclude that not to do so would be inconsistent with their duties as directors of the Transition Services Agreement and for a period of one year thereafterCompany. 10.2 During the Non-Solicitation Period, WMB will not (and will cause each other WMB Entity not to) solicit for employmentthe Company further agrees that, directly or indirectly, subject to any employee of WPX involved provision to the contrary in the performance Takeover Rules and/or the 2014 Act and subject to restrictions imposed by applicable law of WPX any jurisdiction and the Company’s obligations under this Agreement or any Ancillary Agreement. (c) With respect thereunder and subject to each the fiduciary duties of Sections 6.3(a) and 6.3(b) abovethe Directors, the prohibition on solicitation Company shall extend 90 days after promptly advise the termination Offeror of any employee’s employment or, in proposed Third Party Transaction and the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result material terms of any such breach and (iii) consents to Third Party Transaction. The Company shall if the granting Offeror shall make a counterproposal, consider in good faith the terms of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partycounterproposal.

Non-Solicitation. (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for For a period of one year thereaftertwo years following the Closing Date (the “Restricted Period”), WPX will not SCL shall not, and shall cause its controlled Affiliates, officers, directors, employees, agents and representatives (other than the Company and will cause each other WPX Entity its Subsidiaries, and their respective officers, directors, employees, agents and representatives) not to) solicit for employment, directly or indirectly, induce or attempt to induce any employee executive officers or contractor (including any contractor employed by a third party) other key employees of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement Company or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant of its Subsidiaries to this Agreement leave the employ of the Company or any Ancillary Agreementof its Subsidiaries or in any way interfere with the relationship between the Company or any of its Subsidiaries, on the one hand, and any executive officer or any other key employee of the Company or its Subsidiaries, on the other hand; provided, however, that the provisions of this Section 7.12(a) shall in no way prohibit general, publicly-made written solicitations of employment not specifically targeted towards the Company or any of its Subsidiaries or its or their respective executive officers or key employees. (b) Without During the prior consent of WPXRestricted Period, during the term of Investor shall not, and shall cause its Affiliates (including Apollo), officers, directors, employees, agents and representatives (including the Transition Services Agreement Company and for a period of one year thereafterits Subsidiaries and their respective officers, WMB will not (directors, employees, agents and will cause each other WMB Entity representatives) not to) solicit for employment, directly or indirectly, induce or attempt to induce any executive officers or other key employees of SCL or any of its Subsidiaries to leave the employ of SCL or any of its Subsidiaries or in any way interfere with the relationship between SCL or any of its Subsidiaries, on the one hand, and any executive officer or any other key employee of WPX involved SCL or its Subsidiaries, on the other hand; provided, however, that the provisions of this Section 7.12(b) shall in the performance no way prohibit general, publicly-made written solicitations of WPX obligations under this Agreement employment not specifically targeted towards SCL or any Ancillary Agreement. (cof its Subsidiaries or its or their respective executive officers or key employees. A breach of this Section 7.12(b) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, by Apollo shall be deemed a breach of this Section 6.3, unless by the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitionInvestor. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without the prior consent Each of WMBAVE and Marisa Chrixxxxx xxxenants and agrees that, during the term of the Transition Services Agreement and for a period of one year thereafterafter the Closing Date, WPX it will not (not, and will cause each other WPX Entity its subsidiaries and Related Persons not to) solicit for employment, directly or indirectly, solicit for employment any employee or contractor (including of Purchaser and any contractor employed by a third party) of its Affiliates who is engaged in the Business and was an employee of AVE as of the WMB Entities that (i) is providing Closing Date to become an employee or consultant or otherwise provide services to Marisa Chrixxxxx xx any WMB Entity of its Subsidiaries or WPX Entity in connection with this Agreement or any Ancillary AgreementRelated Persons, or (ii) with whom any WPX Entity hasexcept for Carox Xxxty, or will have, more than incidental contact pursuant to this Agreement or any Ancillary AgreementKishx Xxxxxx xxx Stacxx Xxxxx. (b) Without the prior consent of WPXPurchaser covenants and agrees that, during the term of the Transition Services Agreement and for a period of one year thereafterafter the Closing Date or one year after the termination of the Transition Services Agreement in the case 25 of employees of Marisa Chrixxxxx xxx provide services to Purchaser under the Transition Services Agreement, WMB it will not (not, and will cause each other WMB Entity its subsidiaries and Related Persons not to) solicit for employment, directly or indirectly, solicit for employment any employee of WPX involved in Marisa Chrixxxxx xx any of its Subsidiaries immediately after the performance consummation of WPX obligations under this Agreement or any Ancillary Agreementthe Closing. (c) With respect to The parties acknowledge and agree that the restrictions contained in Sections 7.3(a) and (b) are a reasonable and necessary protection of the immediate interests of each of Sections 6.3(a) Purchaser, Marisa Chrixxxxx xxx AVE, and 6.3(b) aboveany violation of these restrictions would cause substantial injury to Purchaser, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment orMarisa Chrixxxxx xx AVE, in as the case may be, and that each of WMB employeesPurchaser, 90 days after Marisa Chrixxxxx xxx AVE would not have entered into this Agreement without receiving the cessation additional consideration offered by the other parties in binding themselves to these restrictions. In the event of such employee’s involvement in the performance a breach or a threatened breach by Purchaser, AVE or Marisa Chrixxxxx, xx any of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate their subsidiaries or be construed to prevent or limit Related Persons, of these restrictions, any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisementsparty, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means entitled to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for apply to any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering for an order finding that the non-breaching party has been irreparably harmed as a result of any injunction restraining such Person from such breach and or threatened breach (iii) consents to without the granting necessity of injunctive relief without proof proving the inadequacy of actual money damages as a remedy remedy); provided, however, that the right to apply for any such breach. Such remedies injunctive relief shall not be deemed to be the exclusive construed as prohibiting such other party from pursuing any other available remedies for a such breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partythreatened breach.

Non-Solicitation. (a) Without the prior consent of WMBDuring my engagement with SWK, during the term of the Transition Services Agreement and for a period of one year five years thereafter, WPX I will not (and will cause each other WPX Entity not to) solicit for employmentnot, without the express written consent of SWK, directly or indirectly, by myself or through any employee other person, firm, partnership, corporation, entity or contractor enterprise: (including a) solicit, hire, engage, entice, pay, divert, induce, or otherwise deal with any contractor employed by current SWK employee, any reseller who currently re-sells a third party) product of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement SWK’s, or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement.current customer of SWK; (b) Without the prior consent solicit, hire, engage, entice, pay, divert, induce, or otherwise deal with any employee, any reseller who has re-sold a product of WPXSWK’s, or any customer who has dealt with SWK during the term eighteen (18) months prior to the conclusion of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementmy engagement. (c) With respect to each solicit, hire, engage, entice, pay, divert, induce, or otherwise deal with any prospective customer whose name is on any SWK pipeline report at the date of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of my engagement or was contained on any employee’s employment or, in SWK pipeline report within twelve (12) months prior to the case date of WMB employees, 90 days after the cessation termination of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association.my engagement ; (d) Neither Provisions (a) and (b) above are not intended to, and shall not be interpreted to, completely bar me from obtaining work in my chosen profession. Rather, the publication restraints are intended to reasonably limit me from engaging in conduct involving a substantial risk of classified advertisements in newspapersthe use of SWK’s trade secrets or Confidential Information, periodicalsand/or interference with SWK’s relationships with its customers and re-sellers, Internet bulletin boardsto the detriment of SWK. I understand and agree that compliance with the provisions of this Paragraph 5 is necessary to protect the business and good will of the Company, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed that a breach of this Section 6.3such provisions will cause the Company to suffer immediate, unless permanent and irreparable injury and that the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy at law for any breach or threatened breach will likely be inadequate and that damages to the Company may be in an amount which may be impossible to ascertain. I further agree that the Company shall have the right to injunctive relief and/or specific performance of this Section 6.3 by such party (or Agreement in addition to any other member of such party’s Group), (ii) consents rights or remedies available to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed it as a result of any such breach and (iii) consents to without the granting necessity of injunctive relief without proof posting of actual damages as a remedy for bond. In the event that I breach any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-solicitation provisions of this Agreement and the Company obtains an order enforcing such provisions, that order may provide for the extension of the five (5) year non-solicitation period by the length of the period during which I was breaching partythat provision. I further agree to reimburse the Company for all costs and attorneys' fees incurred by the Company in conjunction with obtaining said relief.

Non-Solicitation. (a) Without During the prior consent Term of WMB, during the term of the Transition Services this Agreement and for a period of one year thereafter[...***...] thereafter ("No Solicitation Period"), WPX will not (a) the vice presidents and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) directors of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity Sun's Network Storage Division who are in connection direct contact with this Agreement or any Ancillary Agreementthe employees of Supplier, or (ii) Sun Worldwide Operations that support directly Sun's Network Storage Division who are in direct contact with whom the employees of Supplier, shall not directly solicit the employment of any WPX Entity has, Supplier employee that interacts with Sun or will have, more than incidental contact pursuant to performs work under this Agreement or any Ancillary Agreement. during the No Solicitation Period; and (b) Without the prior consent vice presidents and directors of WPX, during Supplier who are in direct contact with the term employees of Sun shall not directly solicit the Transition Services Agreement and for a period employment of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly any Sun employee that interacts with Supplier or indirectly, any employee of WPX involved in the performance of WPX obligations performs work under this Agreement or any Ancillary Agreement. during the No Solicitation Period. Each party's nonsolicitation obligation will cease sixty (c60) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after any such employee has left the termination employment of any employee’s employment orSupplier or Sun, in as the case of WMB employeesmay be, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision and shall not operate apply to employees who have been terminated by reduction in force or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither otherwise. Notwithstanding the publication of classified advertisements in newspapersforegoing, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, it shall not be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring if a party acts with knowledge of this hiring prohibition. (e) Each hires any employee of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such other party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents employee initiating the inquiry of employment in response to a job opening that has been published either to the granting of injunctive relief without proof of actual damages as public at large or to a remedy party's employee population if the managers listed above have not solicited such employee to apply for any such breachjob opening. Such remedies Each party understands that the other may be instructing recruiters or engaging in other indirect hiring practices and those shall not be deemed to be the exclusive remedies for a breach violation of this agreement even if they result in the contacting and hiring of an employee of the other party. Each party's liability under this Section 6.3 but 27.16 shall be in addition not exceed the actual cost to all hire a replacement employee to fill the job of the employee that is hired by the other remedies available at law or equity to the non-breaching party. [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Non-Solicitation. (a) Without Seller agrees that from and after the prior consent execution and delivery of WMB, during the term of the Transition Services this Agreement and for a period of one year thereafterfrom and after the Closing, WPX will not that without Purchaser's prior written consent (which consent may be withheld in Purchaser's sole and will cause each other WPX Entity not to) solicit for employmentabsolute discretion), Seller shall not, directly or indirectly, knowingly cause or knowingly permit any employee of its employees, agents, principals, Affiliates, subsidiaries or contractor (including any contractor employed other person or entity with whom it has the right by a third party) of the WMB Entities that contract (i) is providing services to interfere with, disrupt, or attempt to interfere with or disrupt, any WMB Entity past, present or WPX Entity in connection with this Agreement prospective business relationship of Purchaser or any Ancillary AgreementHumboldt, contractual or otherwise, related to or arising from the Portfolio, the Merchant Accounts or the Merchants, including, without limitation, the ability of Purchaser to own, operate or obtain the financial benefit of the Portfolio, including without limitation thereto, to maintain the Merchant Account and goodwill associated therewith and to receive the revenue from the Portfolio as contemplated herein; or (ii) with whom solicit any WPX Entity has, Merchant or will have, more than incidental contact pursuant otherwise cause any Merchant in the Portfolio to this terminate or cancel its existing Merchant Account and its credit card processing under the existing Merchant Processing Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term included as part of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement)Portfolio by Purchaser. This provision Section 11 shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills survive the Closing and shall apply for another employer or to restrict any employee’s freedom of movement or association. three (d3) Neither years following the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, Closing Date. Seller shall be deemed afforded a reasonable opportunity to cure an inadvertent breach of this Section 6.311 and to implement controls to prevent a future inadvertent breach of this Section 11 after written notice of such breach from Purchaser, unless provided, however, that such right to cure shall not be deemed a waiver of any rights or remedies for any future breach or for actual damages for such breach. Notwithstanding the advertisement forgoing provisions in this Section 11 above of this Agreement, commencing from and solicitation is undertaken as after six (6) months after the Closing Date, if, without any action or conduct, direct or indirect, by Seller or any Affiliate of Seller, or any of their employees, agents, principals, Affiliates, or subsidiaries, any Merchant(s) initiates, a means to circumvent or conceal request that its credit card processing services be moved from Purchaser and/or Humboldt under the Merchant Agreement then any such involvement by Seller in moving such a Merchant from Purchaser and/or Humboldt under the Merchant Agreement shall not be a violation of this provision and/or the hiring party acts with knowledge Section 11 or any other part of this hiring prohibitionAgreement, provided that Seller gives written notice to Purchaser, within ten (10) calendar days after such request, that such Merchant(s) has made such an unsolicited request, and stating the date first requested and the manner so made ( i.e., via written request, telephonic, email, etc. ) Notwithstanding any provision in this Agreement, Seller shall be entitled to forward cancellations it receives from Merchants to Purchaser without it being a violation of this Section 11 or any other provision on this Agreement. Notwithstanding any provision in this Agreement, Seller shall have the right to contact and market products (eother than merchant accounts) Each to the Merchants in the Portfolio. Notwithstanding any provision in this Agreement, Seller has identified 23 Merchants from the State of Vermont that may be canceling their merchant accounts (as set forth on the parties (iattached SCHEDULE 11 hereto) acknowledges and agrees that money damages would any cancellation by such Merchants set forth on SCHEDULE 11 shall not be a sufficient remedy for violation any breach provision of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyAgreement.

Non-Solicitation. (a) Without None of CommScope or its Affiliates shall at any time prior to three years from the prior consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employmentClosing, directly or indirectly, solicit the employment of any employee of Furukawa, OFS, the Buyer Entities, any Subsidiary or contractor (including Affiliate of any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement foregoing or any Ancillary Agreement, successor or (ii) with whom assign of any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for foregoing (each a period "Furukawa Covered Entity") without Furukawa's prior written consent. None of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employmentFurukawa or its Affiliates shall at any time prior to three years from the Closing, directly or indirectly, solicit the employment of any employee of WPX involved in the performance CommScope, any Subsidiary or Affiliate of WPX obligations under this Agreement CommScope or any Ancillary Agreement. successor or assign of any of the foregoing (c) With respect to each of Sections 6.3(a) a "CommScope Covered Entity," and 6.3(b) abovetogether with the Furukawa Covered Entities, the prohibition on solicitation shall extend 90 days after "Covered Entities") without CommScope's prior written consent; provided, however, that Furukawa may solicit the termination employment of any employee’s employment orMarvin S. Edwards, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach Jr. For purposes of this Section 6.38.1, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies xxx xxxx "xxxxxxx xxx employment" shall not be deemed to include (a) generalized searches for employees through media advertisements, employment firms or otherwise that are not focused on persons employed by any Covered Entity or (b) circumstances in which employees of a Covered Entity provide unsolicited applications for employment to such person (other than in response to a search covered by clause (a) above). This restriction shall not apply to any employee whose employment with a Covered Entity is involuntarily terminated by such Covered Entity after the Closing. Solicitation of employment shall be deemed to occur if the exclusive remedies for a breach persons who perform such solicitation have knowledge of this restriction or if such persons have no knowledge of this restriction but a party hereto or its Affiliate's employees with knowledge of this restriction have advance knowledge of any such solicitation. Each of Furukawa and CommScope shall use its reasonable best efforts to communicate the restrictions imposed by this Section 6.3 but shall be in addition 8.1 to all other remedies available at law or equity persons who would reasonably be expected to the non-breaching partyengage in such solicitations and instruct such persons to comply with such restrictions.

Non-Solicitation. (a) Without A. In exchange for the prior consent provision of WMBConfidential Information and the other promises contained herein, during for the term duration of the Transition Services this Agreement and for a the twelve (12) month period following termination of one year thereafterthis Agreement, WPX the FMO agrees that it will not (and will cause each other WPX Entity not to) solicit for employmentnot, directly or indirectly, without the express written consent of ObtainCare, (a) solicit or assist in soliciting any employee or contractor (including any contractor employed by a third party) employees, contractors, and/or agents of ObtainCare to leave the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreementservice of ObtainCare. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal B. The FMO agrees that a violation of this provision and/or Section 14 will cause irreparable harm and financial loss to ObtainCare. Thus, the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and FMO agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents ObtainCare will have the right to apply to a court of competent jurisdiction entering for an order finding that the non-breaching party has been irreparably harmed as a result of restraining any such breach violation and (iii) consents for such other relief as ObtainCare will deem appropriate, and the FMO expressly agrees that ObtainCare will be entitled, in addition to the granting of injunctive relief without proof of actual damages as a any other remedy for any provided by law, to seek an injunction or other equitable remedy respecting such breachviolation or continued violation. Such remedies shall not be deemed right is to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other the remedies otherwise available to ObtainCare at law or in equity. If any action at law or in equity is brought to enforce or interpret the non-breaching partyprovisions of this Section 14, the prevailing party in such action will be entitled to reasonable attorney’s fees. C. The covenants set forth in this Section 14 will be construed as agreements independent of any other provisions of this Agreement, and the existence of any claim or cause of action that a Party has or may have against another Party, whether predicated on this Agreement or otherwise, will not constitute any defense to enforcement of such covenants. The Parties acknowledge that the foregoing provisions are designed to prevent unfair trade practices and are, therefore, not rendered void by any statute, case, or provision of Illinois law. D. The FMO also agrees that it will not duplicate, translate, modify, copy, print out, disassemble, decompile or otherwise tamper with the Product or any firmware, circuit board or services provided in connection with this Agreement.

Non-Solicitation. (a) Without the prior consent Upon expiration of WMBthis Agreement, during the term of the Transition Services Agreement and for a period of one year thereaftereighteen (18) months, WPX will not (and will cause each other WPX Entity not to) solicit for employmentthe Consultant agrees that neither it nor Mx. Xxxxxxxxx nor any of their designees shall, directly or indirectly, request, recommend or advise any employee of the Company to terminate his or contractor her employment with the Company, for the purposes of providing services for an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (including the “Prohibited Business”), or solicit for employment or recommend to any contractor third party the solicitation for employment of any individual who was employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement Company or any Ancillary Agreement, or (ii) with whom of its subsidiaries and affiliates at any WPX Entity has, or will have, more than incidental contact pursuant to time during the one year preceding the termination of this Agreement or any Ancillary Agreement. (b) Without the prior consent Upon expiration of WPXthis Agreement, during the term of the Transition Services Agreement and for a period of one year thereaftereighteen (18) months, WMB will not (and will cause each other WMB Entity not to) solicit for employmentthe Consultant agrees that neither it nor Mx. Xxxxxxxxx nor any of their designees shall, without the Company’s prior express written consent, directly or indirectlyindirectly solicit with a product that competes with the Company’s products or interfere with the Company’s relationship with, or attempt to divert or entice away, any employee customer, supplier or distributor of WPX involved in the performance Company at the time of WPX obligations under the expiration of this Agreement or any Ancillary Agreement. (c) With respect The Consultant acknowledges and agrees that: (i) the restrictive covenants set forth in this Section are essential elements of this Agreement and are necessary to each protect the Company’s relationship with its customers which have been developed at the Company’s expense and based upon the Company’s efforts and goodwill; (ii) the time and other limitations of Sections 6.3(athis Agreement are reasonable and properly required for adequate protection of the business and affairs of the Company and its affiliates; (iii) and 6.3(b) abovewithout limiting the generality of this Section, if any of the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach provisions of this Section 6.3are or become unenforceable, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach remainder of this Section 6.3 by such party shall nevertheless remain binding to the fullest extent possible, taking into consideration the purposes and spirit hereof; and (or any other member of such party’s Group), (iiiv) consents to if a court of competent jurisdiction entering an order finding that were to find the non-breaching party has been irreparably harmed as a result scope of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed restrictive covenants set forth in this Section to be unreasonably broad, such court can and should use its equitable powers of reformation to reduce the exclusive remedies for a breach scope of this Section 6.3 but shall be in addition the restrictions and to all other remedies available at law or equity to enforce the non-breaching partyrestrictions as so reduced.

Non-Solicitation. (a) Without the prior consent of WMB, during the term of the Transition Services Agreement and for For a period of one year thereaftertwo (2) years following the Closing Date, WPX will each Covenantor shall not, and shall not (and will direct or cause each other WPX Entity not its controlled Affiliates, including “portfolio companies,” to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that knowingly (i) is providing services encourage, solicit or induce, or attempt to encourage, solicit or induce, any WMB Entity or WPX Entity in connection with this Agreement individual employed by the Company or any Ancillary AgreementCompany Subsidiary (including, after the Closing, the Surviving Company) to terminate such employment or to be terminated from such employment; (ii) with whom hire any WPX Entity hasindividual employed by the Company; provided, or will havehowever, more than incidental contact as it relates to the foregoing clauses (i) and (ii), nothing in this Agreement shall prevent each Covenantor from (A) soliciting pursuant to this Agreement a general advertising not targeted at employees of the Company or any Ancillary AgreementCompany Subsidiary (including, after the Closing, the Surviving Company), (B) hiring or soliciting for employment any individual who has not been employed by the Company or any Company Subsidiary (including, after the Closing, the Surviving Company) for at least six (6) months prior to any such solicitation. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) Covenantor acknowledges and agrees that money damages would not be a sufficient remedy for any breach the restrictive covenants and other agreements contained in this Section 1.2 are an essential part of this Agreement and the transactions contemplated hereby, constitute a material inducement to Parent’s entering into and performing its obligations under the Merger Agreement and are an essential part of Parent’s willingness to pay the Merger Consideration. Without limiting Section 6.3 2.8, it is the intention of the parties that if any of the restrictions or covenants contained in this Section 1.2 is held to cover a geographic area or to be for a length of time that is not permitted by such party (Law, or is in any other member way construed to be too broad or to any extent invalid, each of such party’s Group), (ii) consents to a the parties hereby agrees that any court of competent jurisdiction entering an construing this Agreement shall be empowered to reform any prohibited activity or any time period in order finding that to make the non-breaching party has been irreparably harmed covenants herein binding and enforceable, and to apply the provisions of this Agreement and to enforce the remaining activities and the remaining time period as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed authority determines to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyreasonable and enforceable.

Non-Solicitation. (a) Without Scotts agrees that from and after the prior consent date of WMB, during this Agreement until the term second anniversary of the Transition Services Agreement Closing Date (the “Non-Solicitation Period”), it shall not, and for a period of one year thereafter, WPX will not shall cause its current and future Subsidiaries (and will cause each other WPX Entity than the SLS Entities) not to) solicit for employment, directly hire or indirectly, request or induce any employee Person who is a SLS Transferred Employee or contractor (including is at any contractor time from the date of this Agreement to the Closing Date employed by a third party) the TruGreen Entities, other than those employees whose responsibilities are solely ministerial in nature, to terminate his or her employment with the TruGreen Entities or the SLS Entities or any of their respective current or future Affiliates; provided, however, that the WMB Entities that foregoing shall not apply (i) is providing services to solicitations made by job opportunity advertisements, headhunter searches directed to the general public rather than targeting any employees of the TruGreen Entities or the SLS Entities (but shall apply to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreementhiring resulting therefrom), or (ii) with whom respect to any WPX Entity hasemployee who has been terminated (except to the extent set forth in clause (iii) below) by the TruGreen Entities or the SLS Entities, or will have, any of their respective current or future Affiliates (or has voluntarily left his or her employment) more than incidental contact pursuant six months prior to this Agreement such solicitation or hiring, or (iii) with respect to any Ancillary Agreementemployee who has been terminated by the TruGreen Entities or the SLS Entities for non-performance reasons (or who has voluntarily left his or her employer for “good reason” or a similar concept under any such employee’s employment agreement) after the Closing. (b) Without the prior consent of WPX, TruGreen Holdings agrees that during the term of Non-Solicitation Period, it shall not, and it shall cause its Subsidiaries (including, after the Transition Services Agreement and for a period of one year thereafterClosing, WMB will not (and will cause each other WMB Entity the SLS Entities) not to) solicit for employment, directly or indirectly, hire or request or induce any Person who is at any time from the date of this Agreement to the Closing Date employed by Scotts or any of its Subsidiaries (excluding, after the Closing, for the avoidance of doubt, SLS Employees), in each case, other than those employees whose responsibilities are solely ministerial in nature, with whom it had contact in the course of evaluating and negotiating a possible transaction with Scotts, to terminate his or her employment with Scotts or any of its Subsidiaries (including, prior to the Closing, the SLS Entities); provided, however, that the foregoing shall not apply (i) to solicitations made by job opportunity advertisements and headhunter searches directed to the general public rather than targeting any employees of Scotts or any of its Subsidiaries (but shall apply to any hiring resulting therefrom) or (ii) with respect to any employee of WPX involved in the performance of WPX obligations under this Agreement who has been terminated by Scotts or any Ancillary Agreement. of its Subsidiaries, as applicable (cor has voluntarily left his or her employment), more than six months prior to such solicitation or hiring, or (iii) With with respect to each any employee who has been terminated by Scotts or any of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of its Subsidiaries for non-performance reasons (or who has voluntarily left his or her employer for “good reason” or a similar concept under any such employee’s employment or, in the case of WMB employees, 90 days agreement) after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationClosing. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without For a period of two years following the prior consent Closing, the Sellers shall not, and shall cause their controlled Affiliates not to, solicit any individual who is or becomes a senior-level employee of WMBany Company (which shall include any person with a title of Manager or above, during and the term direct reports of each Manager) to leave his or her employment with such Company or in any way interfere with the employment relationship between such Company and such employee; provided, however, that this restriction shall not apply to (i) any employee terminated by a Company or (ii) any employee who as of the Transition Services date of the Confidentiality Agreement had already entered into employment discussions with the Sellers or contacted the Sellers to initiate such discussions a list of whom are set forth on Schedule 5.13(a) of the Disclosure Schedules; provided further, that generalized advertisement of employment opportunities and generalized employee searches by head hunter/search firms (in either case not focused specifically on or directed in any way at the employees or an employee of the Companies) shall not be deemed to cause a breach of this non-solicitation restriction. The Sellers also agree that, for a period of one year thereaftertwo years following the Closing, WPX will not (they shall not, and will shall cause each other WPX Entity their controlled Affiliates not to, hire or otherwise engage any individual who is or becomes a senior-level employee of any Company (with a title of Manager or above, and the direct reports of each Manager); provided, however, that this restriction shall not apply to (i) any employee terminated by a Company or (ii) any employee who as of the date of the Confidentiality Agreement had already entered into employment discussions with the Sellers or contacted the Sellers to initiate such discussions a list of whom are set forth on Schedule 5.13(a) of the Disclosure Schedules. (b) For a period of two years following the Closing, the Buyers and their Affiliates (including the Companies) shall not solicit any individual set forth in Schedule 5.13(b)(1) of the Disclosure Schedules to leave his or her employment with either Seller or such Affiliate or in any way interfere with the employment relationship between either Seller or such Affiliate and such employee; provided, however, that this restriction shall not apply to (i) any employee terminated by a Seller or such Affiliates or (ii) any employee who as of the date of the Confidentiality Agreement had already entered into employment discussions with the Buyers or contacted the Buyers to initiate such discussions a list of whom are set forth on Schedule 5.13(b)(2) of the Disclosure Schedules; provided further, that generalized advertisement of employment opportunities and generalized employee searches by head hunter/search firms (in either case not focused specifically on or directed in any way at the employees or an employee of the Sellers or their Affiliates) shall not be deemed to cause a breach of this non-solicitation restriction. The Buyers and their Affiliates (including the Companies) also agree that, for employmenta period of two years following the Closing, they shall not hire or otherwise engage any individual set forth in Schedule 5.13(b)(1) of the Disclosure Schedules; provided, however, that this restriction shall not apply to (i) any employee terminated by a Seller or such Affiliate or (ii) any employee who as of the date of the Confidentiality Agreement had already entered into employment discussions with the Buyers or contacted the Buyers to initiate such discussions a list of whom are set forth on Schedule 5.13(b)(2) of the Disclosure Schedules. (c) For a period of five years following the Closing, the Sellers shall not, and shall cause their controlled Affiliates not to, directly or indirectly, as an owner, equityholder, or manager manufacture or sell any employee cans, can ends, crown caps or contractor aluminum closures in Mexico; provided, that the foregoing shall not prohibit the Sellers or any of their Affiliates from (including any contractor employed by x) owning a third party) passive investment of 5% or less of the WMB Entities that outstanding equity of any publicly traded company, (iy) is providing services engaging in any line of business to the extent currently engaged in by the Sellers or any WMB Entity of their Affiliates (other than the Acquired Companies), or WPX Entity (z) engaging in the Business in connection with this Agreement or as a result of the exercise of any Ancillary Agreement, rights or (ii) with whom any WPX Entity has, or will have, more than incidental contact remedies pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationFramework Agreements. (d) Neither If any of the publication restrictions contained in this Section 5.13 is found by any court or Governmental Authority of classified advertisements in newspaperscompetent jurisdiction to be unenforceable because it is too broad, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to then such advertisements, restriction shall nevertheless remain effective but shall be deemed considered amended to have the broadest terms which such court or Governmental Authority may find enforceable; and the parties, on behalf of themselves and each of their Affiliates, acknowledge and agree that any breach by a breach party or any of their Affiliates, of any provision of this Section 6.35.13, unless the advertisement would cause irreparable damage to such party for which monetary damages and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would other remedies at law may not be adequate. Therefore, if a sufficient remedy for party is in breach of any breach provision of this Section 6.3 by such party (or any other member of such party’s Group)5.13, (ii) consents to a court of competent jurisdiction entering an order finding the parties hereto agree that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents parties shall be entitled, in addition to the granting of other remedies as may be provided by applicable Law, to specific performance, injunctive relief without proof of actual damages as and other equitable relief to prevent or restrain a remedy for any such breach. Such remedies shall breach of, or to enforce, this Section 5.13, which right to equitable relief will not be deemed to be the exclusive remedies for a breach of this Section 6.3 of, but shall will be in addition to to, all other remedies available to which the parties may be entitled under this Agreement, at law or in equity (including, without limitation, the right to the non-breaching partyrecover monetary damages).

Non-Solicitation. (a) Without 17.1. You undertake that neither You, nor any company, firm, employee or agent of Yours, without the prior written consent of WMBEvercomm, during the term of the Transition Services Agreement and for a period of one year thereafter5 (five) years after the termination of the negotiations/discussions between the Parties, WPX will not or for a period of 5 (and will cause each other WPX Entity not tofive) years after the termination or expiration of any business relationship between the Parties, or of this Agreement, for whatever reason, whichever is the later date, engage, employ or otherwise solicit or attempt to engage, employ or otherwise solicit for employment, for business-related purposes, whether directly or indirectlyindirectly under any circumstances, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPXperson who, during the term currency of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement and/or any potential agreement is or any Ancillary Agreement.was a Member of Staff of Evercomm; 17.2. Should You breach the provisions of this Non-Solicitation clause, You shall then have 5 (cfive) With respect to each of Sections 6.3(a) and 6.3(b) abovecalendar days, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment orreceiving written notice from Evercomm, in which to remedy the case breach by cancelling and/or terminating any relationship You may have with the solicited/recruited/otherwise engaged Member of WMB employeesStaff. Application of this clause 17.2 is at Evercomm’s sole discretion, 90 days after the cessation of such employee’s involvement and shall in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employeeno way affect Evercomm’s right to practice his or her profession or any remedies it may otherwise have in law, including but not limited to utilize his or her skills a claim for another employer or to restrict any employee’s freedom of movement or association.damages; (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration 17.3. You agree and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees understand that money damages would not be a sufficient remedy for any breach of this Section 6.3 Non-Solicitation clause may result in irreparable damage to Evercomm for which the Evercomm will not have an adequate remedy at law. Accordingly, and in addition to any other remedies and damages available, You acknowledge and agree that Evercomm may immediately seek enforcement of this non- solicitation clause by such party (means of specific performance or interdict, and without any requirement to provide a bond or any other member security, and You accept that You shall be liable for all costs incurred by Evercomm in enforcing this Non-Solicitation clause on an attorney-and-own-client scale; 17.4. Without derogating from, and in addition to, the above rights of Evercomm, Evercomm may elect, in its sole discretion, to consent to You employing its Member of the Staff, and in such instance You shall be liable to pay a once off recruitment fee of 100% (one hundred percent) of Evercomm’s Member of Staff’s annual package while at Evercomm, or at You, whichever is the higher amount, including any applicable incentives, bonuses, commissions, and fringe benefits. 17.5. You acknowledge and agree that any amount to be paid under clause 17 shall be payable within 30 (thirty) days of commencement of such partyMember of Staff’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that appointment/engagement by the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyYourselves.

Non-Solicitation. Unless Employee is also a Member of Prosperity Advisors, LLC or Prosperity Holdings, LLC, either directly or indirectly, in which case the restrictive covenants provisions in the respective LLC Agreements will apply. If, at any time, Xxxxxxxx resigns from Prosperity, or Employee’s employment is terminated for any reason, with or without cause, Employee agrees that for a period of two (2) years following such resignation or termination: (a) Without Employee will not solicit by mail, by phone, by personal meeting, or by any other means, either directly or indirectly, any Account whom Employee served or whose name became known to Employee during Employee’s employment at Prosperity in any office and in any capacity. Employee’s agreement “not to solicit” means that Employee will not, for Employee’s benefit or the prior consent benefit of WMBany other person or entity, during the term of the Transition Services Agreement Employee’s employment and for a period of one year two (2) years thereafter, WPX will not initiate any contact or communication of any kind whatsoever, for the purposes of initiating, encouraging, or requesting any Account: (and will cause each other WPX Entity not to1) solicit for employmentto transfer from Prosperity or its affiliates to Employee, directly Employee’s new employer, or indirectly, any employee or contractor (including any contractor employed by to a third party, (2) to open a new account with Employee, Employee’s new employer, or with a third party, or (3) to otherwise discontinue its patronage and business relationship with Prosperity or any of its affiliates. During Employee’s employment, some of the WMB Entities accounts that Employee may expect to develop and acquire are likely to be those of individuals that Employee knew or were familiar with prior to joining Prosperity (i) is providing “Prior Acquaintances”). Nevertheless, because Employee will be acting as an employee of Prosperity and Employee will be utilizing and benefiting from Prosperity’s goodwill, reputation, name recognition, and other assets and resources, Employee further agrees that the Accounts of such Prior Acquaintances shall be subject to the same restraints as all other Accounts. The only exceptions shall be Accounts of Employee’s immediate family and other relatives as approved in writing by Prosperity. If Employee wishes to provide financial advice and services to any WMB Entity or WPX Entity in connection certain Prosperity clients after Employee’s Employment with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement Prosperity terminates and for a period of one year two (2) years thereafter, WMB Employee may, upon the prior written consent of Prosperity, purchase certain Accounts from Prosperity as agreed to by Prosperity on such terms and conditions as agreed to by Prosperity, in its sole discretion, at such time. If Employee and Prosperity reach a written agreement regarding the sale of Accounts, the value of such Accounts shall be calculated using the following formula (A) the “Fair Market Value” of Prosperity Advisors, LLC, as that term is defined in Prosperity Advisors LLC’s then current Operating Agreement, divided by Prosperity Advisors LLC’s trailing twelve (12) month’s GDC (as defined below), multiplied by (B) the trailing twelve (12) month’s GDC of the Accounts approved by Prosperity that are being purchased, multiplied by (C) one-and-one-half (1.5), where the foregoing formula shall be used to determine the value of the Accounts regardless of whether such accounts generate recurring or non-recurring revenue. In the event that Employee and Prosperity agree that Employee may purchase certain Accounts in accordance with the foregoing, then in such case, counsel for Prosperity shall, at the sole cost and expense of the Employee, prepare any and all documents required in Prosperity’s discretion to effectuate the transactions contemplated. For purposes of this Agreement, “GDC” is an industry specific term knows as gross dealer concessions. For example purposes only to apply the formula in this Section 2(a), suppose the FMV is $40M, Prosperity Advisors’ trailing 12-month GDC is $15M and the trailing 12 month GDC of the Accounts being purchased is $5M, then the calculation is as follows: ($40M/$15M) x $5M x 1.5 = $20M. (b) Employee will not (take any action that is reasonably likely to cause injury to the relationship between Prosperity and will cause each any of its affiliates, employees, clients, account holders, customers, brokers, agents, contractors, members, consultants, regulators, or other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementbusiness associates. (c) With respect Employee will not solicit, induce or attempt to each induce any person who is an employee or registered representative of Sections 6.3(a) and 6.3(b) above, Prosperity or any of its affiliates to leave the prohibition on solicitation shall extend 90 days after the termination employ of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession Prosperity or to utilize his terminate registration with Prosperity or her skills for another employer or to restrict any employee’s freedom of movement or associationits affiliates. (d) Neither the publication of classified advertisements Employee will not solicit, induce or attempt to induce or influence any person, trust or entity that has an ownership in newspapersProsperity to terminate his or her ownership, periodicals, Internet bulletin boards, engagements or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts relationship with knowledge of this hiring prohibitionProsperity. (e) Each As part of Employee’s duties, Employee may produce creative work which may lead to inventions, discoveries, developments, processes, procedures, ideas, innovations, systems, programs, know-how and other work product (collectively, “Work Product”). As such, Employee hereby agrees that any Work Product created or modified by Employee during Employee’s employment with Prosperity, regardless of whether or not created or modified during business hours, shall be the sole and exclusive property of Prosperity. To the extent that any Work Product is copyrightable, it shall be deemed a “work for hire” within the meaning of the parties (i) acknowledges federal patent and agrees that money damages would not be a sufficient remedy for copyright statutes. Employee hereby assigns to Prosperity any breach and all of this Section 6.3 by such party (or any other member of such partyEmployee’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach rights in and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy Work Product and shall provide such cooperation and documentation necessary to document such assignment. Consideration for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyassignment is hereby acknowledged.

Non-Solicitation. (a) Without In order that Opus may have and enjoy the prior consent full benefit of WMBownership of CFC and the businesses it conducts following the Effective Time, during the term of the Transition Services Agreement and Shareholder agrees that for a period of one year thereafter24 months after the Effective Date, WPX Shareholder will not (and will cause each other WPX Entity not to) take any affirmative action to hire, attempt to hire, contact or solicit for employment, directly or indirectlywith respect to hiring, any Person who was an employee of CFC or contractor (including any contractor employed by a third party) Subsidiary or Affiliate of CFC prior to the Effective Time of the WMB Entities that (i) is providing services to Merger or becomes an employee of Opus or any WMB Entity or WPX Entity of its subsidiaries in connection with this Agreement the Merger, or induce or otherwise counsel, advise or knowingly encourage any such Person to leave the employ of Opus or any Ancillary Agreementof its subsidiaries, provided that the foregoing shall not apply to any Person whose employment with Opus or (ii) with whom any WPX Entity has, or will have, of its subsidiaries terminated more than incidental contact pursuant six months prior to this Agreement the time Shareholder first solicited such Person for employment following the Effective Date or was involuntarily terminated by Opus or any Ancillary Agreementof its subsidiaries. Nothing contained in this Section 13 is intended to prohibit general advertising or general solicitation not specifically directed at employees of Opus or its subsidiaries. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) Shareholder acknowledges and agrees that money damages would not be the businesses conducted by CFC are highly competitive, a sufficient remedy significant portion of CFC’s competitiveness and its value as a going enterprise is derived from its workforce, and that the covenant made by Shareholder in this Section 13 is made in consideration of the payments of the Merger Consideration and as a necessary inducement for any breach Opus to enter into the Merger Agreement and consummate the transactions contemplated thereby. It is the desire and intent of the parties to this Agreement that the provisions of this Section 6.3 13 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that, although Shareholder and Opus each consider the restrictions contained in this Section 13 to be reasonable, if a final determination is made by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering or an order finding arbitrator that any restriction contained in this Section 13 is unenforceable against any party, the non-breaching party has been irreparably harmed provisions of this Section 13 shall be deemed amended to apply as a result to such maximum extent as such court may judicially determine or indicate to be enforceable. Shareholder acknowledges that breach of any such breach Section 13 would cause Opus irreparable harm and (iii) consents to the granting entry of injunctive relief an injunction without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed bond in the event Shareholder breaches or threatens to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party13.

Non-Solicitation. (a) Without Other than in connection with the prior consent Financing or as permitted by Sections 5.2(g) and 6.2(g), none of WMBthe Parties shall solicit any offers to purchase their respective shares or assets and none of the Parties will initiate or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take- over, plan of arrangement or similar transaction, or any financing transaction involving Premier Gold (to the extent it includes or involves any of the Royalties or Premier Royalty), Premier Royalty or Bridgeport whether by means of debt, equity or otherwise, during the term period commencing on the date hereof and ending on the termination of this Agreement provided that nothing contained herein shall prohibit Premier Royalty from undertaking marketing activities with respect to the Royalties in the normal and ordinary course of business consistent with past practice. The Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any third party related to any of the Transition Services foregoing. In the event any of the Parties is approached in respect of any such transaction, it shall immediately notify the other. Provided that nothing contained in this Agreement shall prohibit the Board of Directors of a Party hereunder from taking any action where in the good faith judgment of the Board of Directors of such Party, after consultation with outside legal counsel, failure to take such action would be inconsistent with the exercise of its fiduciary duties. For greater certainty, such fiduciary duty shall not relieve any Party hereunder of its obligations under this Agreement or limit the remedies (including specific performance and for a period of one year thereafterinjunctive relief) available to the other Party or Parties, WPX will not as applicable. (and will cause each other WPX Entity not tob) solicit for employmentBridgeport shall have the right, directly or indirectly, through any director, officer, employee or contractor (including any contractor employed by a third party) of the WMB Entities that advisor (i) is providing services to make, solicit or initiate inquiries from or submissions or proposals or offers from any WMB Entity third party for the direct or WPX Entity in connection with this Agreement indirect purchase, acquisition or any Ancillary Agreement, or similar arrangement of the Nevada Properties and (ii) pursuant to a confidentiality agreement that contains terms that a reasonable person would conclude are no less restrictive than those contained in the confidentiality agreement entered into between Premier Gold and Bridgeport, to furnish to any person any non-public information with whom respect to the Nevada Properties, provided that (x) Bridgeport promptly delivers to Premier Gold all information provided to any WPX Entity hasthird party which has not previously been provided to Premier Gold and (y) Bridgeport does not accept or enter into, or will havepropose publicly to accept or enter into, more than incidental contact pursuant to this Agreement any binding letter of intent, agreement in principle, agreement, arrangement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term undertaking in respect of the Transition Services Agreement and for a period of one year thereafterdirect or indirect sale, WMB will not (and will cause each other WMB Entity not to) solicit for employmentdisposition, directly transfer or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement joint venture or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each similar arrangement of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyNevada Properties.

Non-Solicitation. (a) Without Except as prohibited by applicable Law, from the First Closing until the earlier of (i) the first anniversary of the First Closing Date or (ii) in the event this Agreement is terminated in accordance with ARTICLE IX, the first anniversary following the date of such termination, the Seller Parent shall not, and shall cause each of its Affiliates not to, without the prior written consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employmentBuyer Parent, directly or indirectly, (A) hire or engage any employee SSD Business Employee, (B) solicit for employment or contractor engagement any SSD Business Employee or (including C) induce or encourage any contractor SSD Business Employee to no longer be employed by a third party) or provide services to the Buyer Parent or any of the WMB Entities other Buyers; provided that the foregoing shall not preclude the Seller Parent or any of its Affiliates from engaging in generalized searches for employees through the use of bona fide public advertisements in the media or any recruitment efforts conducted by a recruiting agency, in each case, that are not targeted specifically at SSD Business Employees. (b) Except as prohibited by applicable Law, from the Second Closing until the first anniversary of the Second Closing Date, the Seller Parent shall not, and shall cause each of its Affiliates not to, without the prior written consent of the Buyer Parent, directly or indirectly, (A) hire or engage any NAND Business Employee, (B) solicit for employment or engagement any NAND Business Employee or (C) induce or encourage any NAND Business Employee to no longer be employed by or provide services to the Buyer Parent or any of the other Buyers; provided that the foregoing shall not preclude the Seller Parent or any of its Affiliates from engaging in generalized searches for employees through the use of bona fide public advertisements in the media or any recruitment efforts conducted by a recruiting agency, in each case, that are not targeted specifically at NAND Business Employees. (c) If this Agreement shall be terminated in accordance with ARTICLE IX, for the one (1) year period following the date of such termination, the Buyer Parent shall not, and shall cause each of its Affiliates not to, without the prior written consent of the Seller Parent, directly or indirectly, (i) is providing services to solicit for employment or engagement any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary AgreementKey Employee, or (ii) with whom induce or encourage any WPX Entity has, Key Employee to no longer be employed by or will have, more than incidental contact pursuant provide services to this Agreement the Seller Parent or any Ancillary Agreement. (b) Without of its Affiliates; provided that the prior consent foregoing shall not preclude the Buyer Parent or any of WPX, during its Affiliates from engaging in generalized searches for employees through the term use of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved bona fide public advertisements in the performance of WPX obligations under this Agreement media or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment orrecruitment efforts conducted by a recruiting agency, in the case of WMB employeeseach case, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall that are not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationtargeted specifically at Key Employees. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. 44- 50 (a) Without From the prior consent of WMB, during date hereof until the term earlier of the Transition Services Agreement Closing or the termination of this Agreement, the Inso Subs and for a period of one year thereafter, WPX the Company will not (and will cause each other WPX Entity not to) solicit for employment, directly authorize or indirectly, permit any employee or contractor (including any contractor employed by a third party) of the WMB Entities that their Representatives to (i) is providing services solicit, seek, initiate, or encourage any inquiries or proposals that constitute, or would be reasonably likely to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets of either or both of the Inso Subs or the IED business, taken as whole (other than the sale of inventory or obsolete property in the ordinary course of business), sale of shares of the capital stock of either or both of the Inso Subs or similar transaction involving such parties, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions with any Person other than Buyer or its Affiliates (a "Third Party") concerning, or provide any non-public information to any WMB Entity Person relating to, any Acquisition Proposal, or WPX Entity (iii) agree to or approve any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Board of Directors of the Company (the "Company Board") from furnishing nonpublic information to, or entering into discussions or negotiations with, any Person in connection with this Agreement an unsolicited bona fide written Acquisition Proposal by such Person or modifying or withdrawing its approval and authorization of the transactions contemplated hereby or approving and authorizing an unsolicited bona fide written Acquisition Proposal, if and only to the extent that (A) the Company Board believes in good faith (after consultation with its financial and legal advisors) that such action is required for the Company Board to comply with its fiduciary duties to the stockholders of the Company under applicable law and (B) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such Person, the Company Board receives from such Person an executed confidentiality and standstill agreement with terms no less favorable to Company than those contained in the Confidentiality Agreement, dated May 2, 2000 between Buyer and the Company (the "Confidentiality Agreement"). Company agrees not to release any Third Party from, waive any provision of, or fail to enforce any standstill agreement to which it is a party or any Ancillary Agreementconfidentiality agreement between it and another Person who has made, or (ii) who may reasonably be considered likely to make, an Acquisition Proposal, unless the Company Board determines in good faith after consultation with whom any WPX Entity has, or will have, more than incidental contact pursuant outside legal counsel that such action is necessary for the Company Board to this Agreement or any Ancillary Agreementcomply with its fiduciary duties to its stockholders under applicable law. (b) Without The Company shall notify Buyer immediately after receipt by Company (or its Representatives) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to its properties, books or records by any Person that informs the prior consent Company that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the terms and conditions of WPXsuch proposal, during inquiry or contact (including, without limitation, the term identity of the Transition Services Agreement Person making the Acquisition Proposal). The Company shall continue to keep Buyer informed, on a current basis, of the status of any such discussions or negotiations and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly the terms being discussed or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreementnegotiated. (c) With respect The Company Board shall not withdraw, modify or change, or propose to each of Sections 6.3(a) and 6.3(b) abovewithdraw, modify or change, in a manner adverse to Buyer, the prohibition on solicitation shall extend 90 days after authorization and approval of this -45- 51 Agreement or the termination of any employee’s employment orMergers unless the Company Board determines, in the case exercise of WMB employeesits fiduciary duties, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed that it is necessary to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationdo so. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. (a) Without The Parties acknowledge that both Parties have invested substantial time, capital and resources into the prior consent training of WMBtheir resources. The Parties accordingly agree that neither Party will, during for the term Duration of the Transition Services this Agreement and for a period 12 (twelve) months after termination of one year thereafterthe Agreement, WPX will not (and will cause each without the prior written consent of the other WPX Entity not to) Party, solicit for employment, whether directly or indirectly, any person who during the currency of the Agreement is or was an employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or other Party. It will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will however not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or clause for a Party to advertise vacancies in the hiring party acts generally available media and to hire the other Party's resources that may contact it as a consequence of such advertisement. In the event that the Customer hires a resource in accordance with knowledge clause 45.3, for a role that is substantially similar to a role that he/she is performing or performed at any time during the preceding 6 (six) months at the Customer, the Customer will pay the Supplier a maximum placement fee of not more that 10% (ten percent) of the resource’s basic annual renumeration calculated on the last day of service with the Supplier. In such event the Supplier confirms that any restraint of trade clauses applicable to its Employees in terms of their employment agreements with the Supplier will be waived. The Supplier will not enter into any subcontract in respect of the rendering of the Services, without the prior written approval of the Customer which approval may be given at the Customer's sole discretion. Approval given in terms of clause 46.1 will not relieve the Supplier of any responsibility, duty or obligation imposed upon it in terms of this hiring prohibition. (e) Each Agreement, or by the Customer. The Supplier will be and remain solely liable and responsible for the rendering of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach Services, all acts, omissions, negligence or breaches of this Section 6.3 by such party (the Agreement on the part of the subcontractor or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result its Employees. The details of any such breach subcontractors, approved by the Customer in writing, who have been appointed by the Supplier to augment its pool of resources, render a portion of the Services must be set out in Schedule A, alternatively in the relevant SOW. The Supplier may, subject to clause 46.1, not augment its resource pool or subcontract by more than 20% (twenty percent). The Supplier will ensure that its subcontractors have at least a B-BBEE status level the same as that of the supplier or better and (iii) consents that its subcontractors are bound by an agreement containing substantially the same terms and conditions as those set out in this Agreement. If the Supplier fails to inform and obtain the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not necessary written consent from the Customer, the Supplier will be deemed to be the exclusive remedies for have breached a breach material term of this Section 6.3 but shall Agreement and the Customer will be in addition entitled to all other remedies available at law or equity terminate the Agreement without any prior notice to the non-breaching partySupplier.

Non-Solicitation. (a) Without With respect to the prior consent of WMBproducts and services described on Schedule A, Agent agrees that, for as long as Agent is entitled to receive commissions pursuant to this Agreement, Agent shall not (i) solicit in competition with PAETEC any PAETEC customer, or (ii) induce or attempt to persuade any PAETEC employee to terminate his or her employment relationship; nor shall Agent cause or permit its employees and sub-agents to do so. (b) Except as expressly permitted by this Agreement, Agent shall not, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or at any Ancillary time following termination of this Agreement, make use of any list of PAETEC customers or (ii) with whom otherwise divulge any WPX Entity has, trade secrets or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent other confidential information of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary AgreementPAETEC. (c) With respect The following provision shall apply to each the interpretation and enforcement of Sections 6.3(asubparagraphs (a) and 6.3(b(b) above: (i) since other remedies cannot fully compensate PAETEC for a violation, the prohibition on solicitation PAETEC shall extend 90 days after the termination of any employee’s employment orbe entitled, in the case of WMB employeesaddition to any other remedies or relief available to it, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to injunctive relief to prevent a violation or limit halt a continuing violation of the covenants set forth in subparagraphs (a) and (b) above; (ii) if, in any employee’s right action before a court or agency empowered to practice his or her profession or enforce this Agreement, any covenant is found to utilize his or her skills for another employer or be unenforceable, such covenant shall be deemed modified to restrict any employee’s freedom of movement or associationthe extent necessary to make it enforceable; and (iii) if PAETEC must commence litigation to enforce its rights under this Section 13, it may also recover its reasonable attorney's fees from Agent in connection with the litigation. (d) Neither In the publication event of classified advertisements a violation by Agent of any of the prohibitions set forth in newspaperssubparagraphs (a) and (b) above, periodicalsPAETEC may immediately and irrevocably terminate the payment of any and all commissions that may be payable to Agent hereunder, Internet bulletin boards, regardless of whether PAETEC seeks or other publications of general availability or circulation, nor obtains injunctive relief pursuant to sub-paragraph 13(c). Throughout the consideration and hiring of persons responding to such advertisements, shall be deemed a breach term of this Section 6.3Agreement, unless Agent shall maintain the advertisement following minimum amounts of insurance with an insurance carrier having an A.M. Best rating of "A" or better: (a) workers' compensation, with employer's liability of $500,000 per accident, $500,000 per employee, and solicitation is undertaken $500,000 aggregate, with a waiver of subrogation in favor of PAETEC; (b) commercial general liability with $1,000,000 per occurrence, and $1,000,000 general aggregate with PAETEC named as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. an additional insured; and (ec) Each of the parties (i) acknowledges Automobile liability for all owned, hired, and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed owned automobiles with $[,000,000 combined single limit with PAETEC named as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyan additional insured.

Non-Solicitation. (a) Without the prior consent of WMBEmployee irrevocably warrants, covenants and agrees that during the term of the Transition Services this Agreement and for a period of one year thereaftertwo (2) years following termination hereof, WPX Employee will not (within the parishes of Lincoln, Ouachita, Union, Claiborne, Jackson, Xxxxxxxxx and Bienville together with any other parishes/counties in which Employer may then have a branch banking facility intentionally take any action of any kind, which will cause each disturb or may or might disturb the existing business and/or relationship of Employer with any customer or other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor of Employer with whom Employee came in contact while employed by a third party) Employer including, but not being limited to the solicitation of banking business from customers of Employer with whom Employee made or came into contact with as an Employee of Employer. The above provision does not limit or prohibit the Employee from taking any necessary legal actions, on his own behalf and independent of the WMB Entities employment relationship with the Employer, to protect his personal interest against any customer or supplier of the Employer. Employee agrees that (i) is providing services in the event of the breach of any of the terms and provisions of this Section 12, Employer shall be entitled to secure an order in any suit brought for that purpose to enjoin Employee from violating any of the provisions of this Agreement and that pending the hearing and decision on the application for such order, the Employer shall be entitled to a temporary restraining order without prejudice to any WMB Entity other remedy available at the Employer, all at the expense of Employee, including reasonable attorney’s fees incurred by the Employer. Employee understands that the covenants of this Article are of fundamental importance to this Agreement, without which no agreement would be entered into by the Employer. The provisions of this Section 12 shall in no event be construed to be an exclusive remedy and such remedy shall be held and construed to be cumulative and not exclusive of any rights of remedies, whether in law or WPX Entity in connection with equity, otherwise available under the terms of this Agreement or under the laws of the United States of America or the State of Louisiana. The covenants and agreements made by Employee in this Section 12 shall be construed as an agreement independent of any Ancillary Agreement, other provision in this Agreement and the existence of any claim or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to cause of action by Employee against Employer whether predicted on this Agreement or any Ancillary Agreement. (b) Without otherwise shall not constitute a defense to the prior consent of WPXenforcement by the Employer, during the term by injunctive relief or otherwise of the Transition Services Agreement and for a period provisions of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee the Section. The invalidity of WPX involved in the performance of WPX obligations under this Agreement all or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach part of this Section 6.3, unless 12 shall not render invalid the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach remainder of this Section 6.3 or by any provision which shall be held invalid shall be revised such party (that it shall comply with any law or any other member of such party’s Group)ruling with which it shall conflict, (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting point at which shall be considered binding and enforceable. No failure or failures on the part of injunctive relief without proof of actual damages as a remedy for Employer to enforce any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach violation by Employee of this Section 6.3 but 12 shall be in addition constitute a waiver of Employer’s rights thereafter to enforce all other remedies available at law or equity to of the non-breaching partyterms, covenants, provisions, and agreements herein contained.

Non-Solicitation. 12.1 From the date hereof until the earlier of (ai) Without the prior consent termination of WMB, during this Agreement in accordance with Article 16 hereof and (ii) the term completion of the Transition Services Agreement Arrangement, Mexgold shall not and for a period shall not permit any of one year thereafter, WPX will not (and will cause each other WPX Entity not its Subsidiaries to) solicit for employment, directly or indirectly, through any employee officer, director, employee, advisor, representative or contractor agent, (a) solicit, initiate, facilitate, engage in or respond to or encourage (including by way of furnishing information or entering into any contractor employed by a third partyform of agreement, arrangement or understanding) of the WMB Entities that any Acquisition Proposal; (ib) is providing services encourage or participate in any discussions or negotiations regarding any Acquisition Proposal; (c) accept, approve or recommend any Acquisition Proposal; or (d) cause Mexgold or any Subsidiary to enter into any agreement, arrangement or understanding related to any WMB Entity Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the board of directors of Mexgold which receives an unsolicited and bona fide Acquisition Proposal after the date hereof in respect of it, from considering, negotiating, approving or WPX Entity recommending to its shareholders an Acquisition Proposal which the board of directors of Mexgold determines in good faith, after consultation with its financial and legal advisors that failure to take such action would be inconsistent with its fiduciary duties under applicable laws, would, if consummated in accordance with its terms, result in a Superior Proposal. 12.2 From and after the date hereof, Mexgold shall immediately cease and cause to be terminated in writing any existing discussions or negotiations with any person (other than Gxxxxx Lake) with respect to any potential Acquisition Proposal and shall, subject to Section 12.4, cease to provide any other person with access to information concerning Mexgold and its Subsidiaries and exercise all rights it has to require the return or destruction of all confidential information. Mexgold agrees not to release or permit the release of any person from, or waive any confidentiality, non-solicitation or standstill agreement to which such person is a party, unless the board of directors of Mexgold has determined that such person has made a Superior Proposal. 12.3 Mexgold shall promptly notify Gxxxxx Lake orally and in writing within 24 hours of any Acquisition Proposal or any amendment to an Acquisition Proposal being received directly or indirectly by Mexgold, or any request for non-public information relating to Mexgold or any of its Subsidiaries, as the case may be, in connection with this Agreement such an Acquisition Proposal or for access to the properties, books and/or records of Mexgold or any Ancillary AgreementSubsidiary, by any person that informs Mexgold or such Subsidiary that it is considering making, or (ii) with whom any WPX Entity hashas made, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for an Acquisition Proposal. Such written notice shall include a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination copy of any employee’s employment written Acquisition Proposal and all amendments thereto or, in the absence of a written Acquisition Proposal, a description of the material terms and conditions thereof, in either case including the identity of WMB employeesthe person making the Acquisition Proposal. 12.4 If Mexgold receives a request for non-public information from a person who has made or intends to make an Acquisition Proposal and the Special Committee determines in good faith after consultation with financial and legal advisors that such Acquisition Proposal is, 90 days after or if made could reasonably be expected to be, a Superior Proposal, then, and only in such case, Mexgold may, subject to the cessation execution by such person of a confidentiality agreement containing appropriate standstill and other provisions, provide such employee’s involvement person with access to non-public confidential information regarding Mexgold; provided that Mexgold shall send a copy of any such confidentiality agreement (including the identity of the person who has entered into such agreement) to Gxxxxx Lake as soon as practicable and in the performance any event within 24 hours of its execution and shall, as soon as practicable and in any event within 24 hours, provide Gxxxxx Lake with a list and copies of all “Services” (as defined under the Transition Services Agreement). This provision shall information provided to such person that was not operate or be construed previously provided to prevent or limit any employee’s right Gxxxxx Lake and immediately provide Gxxxxx Lake with all other information that was provided to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationsuch person. (d) Neither 12.5 Mexgold shall ensure that its officers, directors and employees and those of its Subsidiaries and any financial, legal and other advisors, agents and representatives retained by Mexgold are aware of the publication provisions of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration this Article 12; and hiring of persons responding to such advertisements, Mexgold shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy responsible for any breach of this Section 6.3 Article by such party (or persons. For greater certainty, any other member of such party’s Group), (ii) consents amendment to an Acquisition Proposal shall constitute a court of competent jurisdiction entering an order finding that new Acquisition Proposal for the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach purposes of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyArticle 12.

Non-Solicitation. (a) Without the prior consent of WMB, Executive agrees that during the term Employment Term (i) and for a period of two (2) years following the date of termination of Executive's employment hereunder, Executive will not solicit any of the Transition Services Agreement Company's or its affiliate's (within the meaning of Rule 12(b)-2 of the Securities Exchange Act of 1934, but only if in addition such entity would be classified as a parent or subsidiary of the Company or of a parent, all within the meaning of Section 424(e) or Section 424(f) of the Code, if twenty five percent (25%) were substituted for fifty percent (50%) therein) (an "Affiliate") non-clerical employees, agents or independent contractors to end their relationship with the Company or its Affiliates, provided that the provision of this Section 5(c) shall not apply to the giving of references (ii) and for a period of one (1) year thereafterfollowing the termination of Executive's employment hereunder, WPX Executive will not (and will cause each other WPX Entity not to) solicit for employment, directly pursue or indirectly, any employee attempt to develop or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to direct to any WMB Entity other entity any project known to Executive which the Company is or WPX Entity was pursuing, developing or attempting to develop during the Employment Term or interfere or otherwise compete (other than in connection with this Agreement performing services for the Company or any Ancillary Agreement, its Subsidiaries with regard to other properties managed by the Company or (iiits Subsidiaries or for other management companies where Executive is performing services with the consent of the Company) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term active lease negotiations of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly Mendik Division which the Executive is or indirectly, any employee of WPX was actively involved in conducting or strategizing on behalf of the performance of WPX obligations under this Agreement Company or any Ancillary Agreement. its Subsidiaries (cin each case, a "Project"), unless such Project has been inactive for over nine (9) With respect to each of Sections 6.3(a) and 6.3(b) above, months. Notwithstanding the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment orforegoing, in the case event of WMB employeesa Change in Control and the Executive's employment terminating within one hundred twenty (120) days thereafter, 90 days after the cessation determination of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate projects being "pursued, developed or attempted to be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, developed" shall be deemed a breach of this Section 6.3limited to projects the Company was pursuing, unless the advertisement and solicitation is undertaken as a means developing or attempting to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents develop prior to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.Change

Non-Solicitation. 12.1 Except as expressly permitted by this Clause 12, each party warrants and undertakes respectively that: (a) Without the prior consent neither it nor any of WMB, during the term of the Transition Services Agreement and for its Representatives is currently in negotiations or discussions with any third party with respect to a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement.Competing Proposal; and (b) Without from the prior consent of WPXdate hereof and continuing until the Offer Closing Date or, during the term of the Transition Services Agreement and for a period of one year thereafterif earlier, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of this Agreement in accordance with Clause 16: (i) neither it nor any employee’s employment orof its Representatives will enter into discussions in relation to any Competing Proposal; (ii) it will not solicit or procure any person or their professional advisers or other agents to make, or consider making, a Competing Proposal; and (iii) it shall notify the other party immediately in writing of any approach that is made to it in relation to a Competing Proposal. 12.2 Nothing in this Agreement shall in any way restrict or prevent either party or the directors of either party from taking any action or omission which they believe (acting reasonably and having taken appropriate external financial and legal advice) is required by virtue of their fiduciary duties or by other Law, provided that where either party or its Representatives decides to enter into discussions with a third party regarding a Competing Proposal hereby (that party being the Proposal Party) it will promptly notify the other party (the Notified Party) and the parties agree that the restrictions contained in Clause 12.1 shall no longer apply to the Notified Party until such time as the Proposal Party further notifies the Notified Party that the Proposal Party and its Representatives are no longer in discussions with any third party regarding a Competing Proposal, at which point the restrictions contained in Clause 12.1 shall apply to, and the warranties and undertakings contained therein shall be given by, the Proposal Party immediately and the Notified Party 48 hours later. 12.3 If any person makes a Competing Proposal to a party, such party promptly (and, in any case, by no later than 24 hours after receipt thereof) shall: (a) notify the case of WMB employees, 90 days after the cessation other party of such employee’s involvement in Competing Proposal; and (b) provide the performance other party with complete copies of all “Services” (as defined under any written inquiries, correspondence and/or draft documentation relating to such Competing Proposal, written summaries of any material oral discussions relating to such Competing Proposal, and the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom identity of movement or associationthe person making such Competing Proposal. (d) Neither 12.4 The parties acknowledge and hereby agree that any violation of the publication of classified advertisements restrictions set forth in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, this Clause 12 by either party’s Representative shall be deemed to be a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 Clause 12 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching party.

Non-Solicitation. 41.1 The Service Provider shall not, without approval, either during the Contract or within one year of its expiry or termination howsoever arising either: (a) Without solicit the prior consent employment of WMB, during the term any of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) staff of the WMB Entities that Purchaser; or (ib) is providing services offer to engage or employ any WMB Entity or WPX Entity member of the staff of the Purchaser with whom the Service Provider shall have had dealings in connection with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary AgreementContract. (b) Without the prior consent 41.2 No breach of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) above, the prohibition on solicitation shall extend 90 days after the termination of any employee’s employment or, in the case of WMB employees, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, Clause 41.1 shall be deemed to have occurred where an individual becomes an employee of the Service Provider as a breach result of a response by that individual to an advertisement placed by, or on behalf of, the Service Provider where it is apparent that the principle purpose of the advertisement was not the solicitation or recruitment of members of the Purchaser’s staff and the advertisement was equally likely to attract applications from individuals who were not members of the Purchaser’s staff. 42 EXIT MANAGEMENT 42.1 The Service Provider shall perform its relevant Exit Management obligations as part of the Contract whether applicable on either the expiry or early termination of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibitionContract. (e) Each of the parties (i) acknowledges and 42.2 The Service Provider agrees that money damages would not be a sufficient remedy for any breach of this Section 6.3 by such party if it breaches (or any other member of attempts or threatens to breach) its obligation to provide Exit Management, the Purchaser and their respective customers and stakeholders shall be irreparably harmed. In such party’s Groupcircumstance, the Service Provider agrees that the Purchaser may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 38 (Dispute Resolution), (ii) consents to . If a court of competent jurisdiction entering an order finding finds that the nonService Provider has breached (or attempted or threatened to breach) any such obligation, the Service Provider agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Service Provider shall not oppose the entry of an appropriate order compelling performance by the Service Provider and restraining the Service Provider from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management. 42.3 A draft of the Exit Plan shall be produced by the Service Provider and supplied to the Purchaser within three (3) months after the Commencement Date and shall include or address the matters specified in Clause 42.4. The Purchaser shall provide to the Service Provider the Purchaser’s comments on the plan within one (1) month of the Purchaser’s receipt of the plan. The Service Provider shall take into account the comments and suggestions of the Purchaser and shall issue the final version of the Exit Plan to the Purchaser within ten (10) Working Days of receipt of the Purchaser’s comments. 42.4 The Service Provider shall throughout the period of the Contract review, maintain and continuously update the Exit Plan which shall include: 42.4.1 the activities required to enable the Purchaser to re-breaching party has been irreparably harmed as a result tender the Purchaser Requirements and/or the provision of the Services; 42.4.2 the activities necessary to support any Replacement Service Provider or the Purchaser in carrying out any necessary due diligence relating to all or part of the Services; 42.4.3 details of the Exit Management to be provided by the Service Provider prior to the Exit Management Date; 42.4.4 support for the Replacement Service Provider or the Purchaser during their preparation of any such breach and (iii) consents relevant plan for the transition of the System to the granting Replacement Service Provider or Purchaser, including prior to and during such transition period; 42.4.5 the maintenance of injunctive relief without proof a ‘business as usual’ environment for the Purchaser during the period when Exit Management obligations are applicable; 42.4.6 arrangements for the transfer of actual damages records including data relating to the performance and activity within the Services, any Personal Data and/or Sensitive Personal Data as a remedy for defined within the Data Protection 1998, and any such breach. Such remedies shall not be deemed to be specific provisions of the exclusive remedies for a breach Data Processing Agreement in Part 2 of this Section 6.3 but Schedule A; and 42.4.7 all other necessary activities to support the preparation for, and execution of, a smooth and orderly Exit Management and transfer of all or part of the Services to either a Replacement Service Provider or the Purchaser. 42.5 No amendment of the Exit Plan shall be in addition to all other remedies available at law or equity to made without prior written consent of the non-breaching partyPurchaser.

Non-Solicitation. (a) Without PAETEC and Referral Endorser agree that for the prior consent of WMB, during the term of the Transition Services Agreement and for a period of one year thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly, any employee or contractor (including any contractor employed by a third party) of the WMB Entities that greater of: (i) is providing services to any WMB Entity or WPX Entity in connection with the duration of this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact as long as Referral Endorser is entitled to receive commissions pursuant to this Agreement Agreement, neither party shall solicit in competition with the other party, any person, business or other entity which is a customer of the other party, or which has been a customer of the other party during the one year period immediately preceding termination of this Agreement, or induce or attempt to persuade any Ancillary of the other party’s employees to terminate his or her employment relationship to enter into other employment. Nothing herein shall modify the obligations of Referral Endorser under Section 5 of this Agreement. (b) Without the prior consent of WPXExcept as expressly permitted by this Agreement, Referral Endorser shall not, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved in the performance of WPX obligations under this Agreement or at any Ancillary time following termination of this Agreement, make use of any list of PAETEC customers or otherwise divulge any trade secrets or other confidential information of PAETEC. (c) With respect The following provision shall apply to each the interpretation and enforcement of Sections 6.3(asubparagraphs (a) and 6.3(b(b) above: (i) since other remedies cannot fully compensate PAETEC for a violation, the prohibition on solicitation PAETEC shall extend 90 days after the termination of any employee’s employment orbe entitled, in the case of WMB employeesaddition to any other remedies or relief available to it, 90 days after the cessation of such employee’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate or be construed to injunctive relief to prevent a violation or limit halt a continuing violation of the covenants set forth in subparagraphs (a) and (b) above; (ii) if, in any employeeaction before a court or agency empowered to enforce this Agreement, any covenant is found to be unenforceable, such covenant shall be deemed modified to the extent necessary to make it enforceable; and (iii) if PAETEC must commence litigation to enforce its rights under this Section 12, it may also recover its reasonable attorney’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or associationfees from Referral Endorser in connection with the litigation. (d) Neither In the publication event of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a breach of this Section 6.3, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation by Referral Endorser of this provision and/or any of the hiring party acts with knowledge prohibitions set forth in subparagraphs (a) and (b) above, PAETEC may immediately and irrevocably terminate the payment of this hiring prohibitionany and all commissions that may be payable to Referral Endorser hereunder, regardless of whether XXXXXX seeks or obtains injunctive relief pursuant to subparagraph 12(c). (e) Each of the parties (i) acknowledges and agrees that money damages would not be a sufficient remedy for any breach The provisions of this Section 6.3 by such party (or any other member of such party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and (iii) consents to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies 12 shall not be deemed to be the exclusive remedies for a breach survive termination of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partyAgreement.

Non-Solicitation. (a) Without In recognition and consideration of Company’s existing business and other legitimate business interests, Consultant agrees that, for the prior consent of WMB, during the term of the Transition Services Agreement Term and for a period of one year 2 years thereafter, WPX will not (and will cause each other WPX Entity not to) solicit for employmentConsultant shall not, directly or indirectly, any employee indirectly solicit or contractor (including any contractor employed by a third party) of the WMB Entities that (i) is providing services to any WMB Entity or WPX Entity in connection discuss with this Agreement or any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental contact pursuant to this Agreement or any Ancillary Agreement. (b) Without the prior consent of WPX, during the term of the Transition Services Agreement and for a period of one year thereafter, WMB will not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly, any employee of WPX involved Company the employment of such Company employee by any other commercial enterprise other than Company, nor recruit, attempt to recruit, hire or attempt to hire any such Company employee on behalf of any commercial enterprise other than Company. Nothing in this Section 8 shall prohibit Consultant for undertaking a general recruitment advertisement provided that the performance of WPX obligations under this Agreement or foregoing is not targeted towards any Ancillary Agreement. (c) With respect to each of Sections 6.3(a) and 6.3(b) person identified above, or from hiring, employing or engaging any such person who responds to such general recruitment advertisement. Consultant admits and agrees that Consultant’s breach of the prohibition on solicitation shall extend 90 days after the termination provisions of any employee’s employment orthis Section 8 would result in irreparable harm to Company. Accordingly, in the case event of WMB employees, 90 days after the cessation of such employeeConsultant’s involvement in the performance of all “Services” (as defined under the Transition Services Agreement). This provision shall not operate breach or be construed to prevent or limit any employee’s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons responding to such advertisements, shall be deemed a threatened breach of this Section 6.38, unless Consultant agrees that Company shall be entitled to seek an injunction restraining such breach or threatened breach without the advertisement and solicitation is undertaken as necessity of posting a means to circumvent bond or conceal a violation other security. Further, in the event of this provision and/or Consultant’s breach, the hiring party acts with knowledge of this hiring prohibition. (e) Each duration of the parties (i) acknowledges and agrees restrictions contained in this Section 8 shall be extended for the entire time that money damages would not the breach existed so that Company is provided with the full time period provided herein. In addition to injunctive relief, Company shall be a sufficient entitled to any other remedy for any available in law or equity by reason of Consultant’s breach or threatened breach of the restrictions contained in this Section 8. If the Company retains an attorney to enforce the provisions of this Section 6.3 by such party (or any other member 8, the Company shall be entitled to recover its reasonable attorneys’ fees and costs so incurred from Consultant upon the entry of such party’s Group)a final non-appealable order finding that Consultant breached this Section 8.Consultant represents and warrants that it has carefully read and considered the provisions of this Section 8 and, (ii) consents to having done so, agrees that the restrictions set forth in this Section 8 are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company. In the event that a court of competent jurisdiction entering shall determine that any of the foregoing restrictions are unenforceable, the Parties hereto agree that it is their desire that such court substitute an order finding enforceable restriction in place of any restriction deemed unenforceable, and that the non-breaching party has been irreparably harmed as a result substitute restriction be deemed incorporated herein and enforceable against Consultant. It is the intent of the Parties that the court, in so determining any such breach enforceable substitute restriction, recognize that it is their intent that the foregoing restrictions be imposed and (iii) consents maintained to the granting of injunctive relief without proof of actual damages as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or equity to the non-breaching partygreatest extent possible.