Common use of Noncompete Covenant Clause in Contracts

Noncompete Covenant. (a) For good and valuable consideration, the receipt of which each Selling Stockholder acknowledges, each of the Selling Stockholders hereby agrees for the Covenant Period applicable to such Selling Stockholder, not to, directly or indirectly, within any State within the United States or any other geographic area in which Angel, Take-Two, or any of its subsidiaries then conducts business, engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise), or render any services to any business, similar to the Business or which publishes, markets or sells products similar to products produced by the Business, other than as a holder for investment purposes only of not more than five percent (5%) of the publicly-traded capital stock of any corporations engaged in such businesses. The Covenant Period for Brad Hunt and Steve Rotenberg shall commence on the Closing Date and xxxxxxxx until xxx xxxxx xx xne (1) year after the Closing Date or six (6) months after the termination of full-time employment with Angel. Take-Two acknowledges that Messrs. Angel, Hunt and Limber are owners of Scenix, an enterprise involved in technxxxxy development for industrial visualization and manipulation in automotive design, and that Mr. Angel has an interest in an enterprise developing karaoke products for video game consoles and that such ownership and incidental activities thereto will not be a violation of the foregoing covenant by any of those individuals. Each of Messrs. Angel, Hunt and Limber represent and warrant that none of Angel's Intangiblex xxve been transferred to either of these entities; he is not and will not serve as an officer, director, employee or consultant to either entity; and he will not allow his name to be used in the furtherance of the business of either entity. (b) Each of the Selling Stockholders agrees that he will not, for the Covenant Period applicable to such Selling Stockholder, directly or indirectly, hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of the Business or Take-Two's business to discontinue or alter his or its relationship with the Business or Take-Two's business. (c) The parties hereto hereby acknowledge and agree that (i) Take-Two and Angel would be irreparably injured in the event of a breach by any of the Selling Stockholders of any of their obligations under this Section 6.2, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) Take-Two and Angel shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. In any such proceeding for such relief, neither Angel nor Take-Two shall be required to post a bond or any other security or to prove any amount of actual damages. (d) It is the intent of the parties hereto that the covenants contained in this Agreement shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (the Selling Stockholders hereby acknowledge that said restrictions are reasonably necessary for the protection of Take-Two and Angel). Accordingly, it is hereby agreed that if any one or more of the provisions of Section 6.2 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible. (e) The provisions of this Section 6.2 shall be in addition to, and not in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or otherwise, including, but not limited to, any obligations which may be contained in any employment agreements between Take-Two or Angel and the Selling Stockholders entered into at or after the Closing.

Noncompete Covenant. (a) For good and valuable considerationThe Shareholder shall not, for a two (2) year period commencing on the receipt of which each Selling Stockholder acknowledges, each of the Selling Stockholders hereby agrees for the Covenant Period applicable to such Selling Stockholder, not toEffective Date, directly or indirectly, within any State within the United States or any other geographic area in which Angel, Take-Two, or any of its subsidiaries then conducts business, indirectly (A) engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise)) engaged in any business then engaged in by Olas, or render the Surviving Corporation in any services to of the areas in which Olas or the Surviving Corporation then conducts business or (B) take any business, similar to other action which constitutes an interference with or a disruption of the Surviving Corporation's operation of the eDiets Business or which publishesthe Surviving Corporation's use, markets or sells products similar to products produced by the Business, other than as a holder for investment purposes only of not more than five percent (5%) ownership and enjoyment of the publicly-traded capital stock of any corporations engaged in such businesses. The Covenant Period for Brad Hunt and Steve Rotenberg shall commence on the Closing Date and xxxxxxxx until xxx xxxxx xx xne (1) year after the Closing Date or six (6) months after the termination of full-time employment with Angel. Take-Two acknowledges that Messrs. Angel, Hunt and Limber are owners of Scenix, an enterprise involved in technxxxxy development for industrial visualization and manipulation in automotive design, and that Mr. Angel has an interest in an enterprise developing karaoke products for video game consoles and that such ownership and incidental activities thereto will not be a violation of the foregoing covenant by any of those individuals. Each of Messrs. Angel, Hunt and Limber represent and warrant that none of Angel's Intangiblex xxve been transferred to either of these entities; he is not and will not serve as an officer, director, employee or consultant to either entity; and he will not allow his name to be used in the furtherance of the business of either entityeDiets Assets. (b) Each For purposes of clarification, but not of limitation, the Selling Stockholders Shareholder acknowledges and agrees that he will notthe provisions of section 5.2(a) above shall serve as a prohibition against him, for during the Covenant Period applicable to such Selling Stockholderperiod described therein, directly or indirectly, hirehiring, offer offering to hire, entice enticing away or in any other manner persuade persuading or attempt attempting to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of the eDiets Business or Take-Two's business to discontinue or alter his or its relationship with the Business or Take-Two's business.eDiets Business. -28- (c) The parties hereto hereby acknowledge and agree that (i) Take-Two and Angel Olas and/or the Surviving Corporation would be irreparably injured in the event of a breach by any of the Selling Stockholders Shareholder of any of their his obligations under this Section 6.2section 5.2, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) Take-Two and Angel eDiets, Olas and/or the Surviving Corporation shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. In It is hereby also agreed that the existence of any such proceeding for such reliefclaims which the Shareholder may have against Olas or the Subsidiary, neither Angel nor Take-Two whether under this Agreement or otherwise, shall not be required a defense to post a bond or the enforcement by Olas and/or the Surviving Corporation of any other security or to prove any amount of actual damagesthe rights under this section 5.2. (d) It is the intent of the parties hereto that the covenants contained in this Agreement shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (the Selling Stockholders Shareholder hereby acknowledge acknowledges that said restrictions are reasonably necessary for the protection of Take-Two Olas and AngelSubsidiary). Accordingly, it is hereby agreed that if any one or more of the provisions of Section 6.2 section 5.2 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible. (e) The provisions of this Section 6.2 section 5.2 shall be in addition to, and not in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or otherwise, including, but not limited to, any obligations which may be contained in any employment or consulting agreements between Take-Two or Angel the Surviving Corporation and the Selling Stockholders entered into at or after the ClosingShareholder.

Noncompete Covenant. (a) For good The Seller and valuable consideration, Shareholders hereby agree after the receipt of which each Selling Stockholder acknowledges, each of the Selling Stockholders hereby agrees for the Covenant Period applicable to such Selling StockholderClosing Date, not to, until the second anniversary of the Closing Date directly or indirectly, within any State within the United States or any other geographic area in which Angel, Take-Two, or any of its subsidiaries then conducts business, indirectly (A) engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise)) engaged in any business then engaged in by Purchaser or Seller in the States of Delaware, Virginia, Maryland, Washington D.C., New Jersey, Pennsylvania and New York in which Purchaser or render any services Seller conducts business as of the Closing Date. Notwithstanding the foregoing, nothing in this paragraph shall prevent the Seller or the Shareholder from becoming an owner, either directly or in directly, of up to any business, similar to the Business or which publishes, markets or sells products similar to products produced by the Business, other than as a holder for investment purposes only of not more than five two percent (52%) of the publicly-publicly traded capital stock stock, or up to a ten (10%) interest in a privately held company, held solely for investment purposes, of any corporations other corporation engaged in such businessesthe same or similar Business as the Company. The Covenant Period for Brad Hunt For the purpose of this provision, "the Business" is defined as outlined in the Preamble. Shareholders and Steve Rotenberg shall commence on Seller further agree until the second anniversary of the Closing Date and xxxxxxxx until xxx xxxxx xx xne (1) year after not to take any other action which constitutes an interference with or a disruption of the Closing Date continued operation of the Business or six (6) months after the termination of full-time employment with Angel. Take-Two acknowledges that Messrs. AngelPurchaser's use, Hunt and Limber are owners of Scenix, an enterprise involved in technxxxxy development for industrial visualization and manipulation in automotive design, and that Mr. Angel has an interest in an enterprise developing karaoke products for video game consoles and that such ownership and incidental activities thereto will not be a violation enjoyment of the foregoing covenant by any of those individualsPurchased Assets. Each of Messrs. Angel, Hunt Purchaser agrees that the restrictions set forth above shall be null and Limber represent and warrant that none of Angel's Intangiblex xxve been transferred to either of these entities; he is not and will not serve as an officer, director, employee or consultant to either entity; and he will not allow his name to be used in void if Purchaser defaults under the furtherance terms of the business of either entityNote. (b) Each For purposes of clarification, but not of limitation, the Selling Stockholders agrees Seller and the Shareholders acknowledge and agree that he will notthe provisions of subsection 6.2 above shall serve as a prohibition against them, for during the Covenant Period applicable to such Selling Stockholderperiod and geographic area described therein, directly or indirectly, hirehiring, offer offering to hire, entice enticing away or in any other manner persuade persuading or attempt attempting to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of the Business or Take-Two's business to discontinue or alter his or its relationship with the Business or Take-Two's businessBusiness. (c) The parties hereto hereby acknowledge and agree that (i) Take-Two and Angel Purchaser would be irreparably injured in the event of a breach by any of the Selling Stockholders Seller or Shareholders of any of their obligations under this Section 6.2, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) Take-Two and Angel Purchaser shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. In any such proceeding for such relief, neither Angel nor Take-Two shall be required to post a bond or any other security or to prove any amount of actual damages. (d) It is the intent of the parties hereto that the covenants contained in this Agreement Section 6.2 shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (the Selling Stockholders sought, hereby acknowledge acknowledges that said restrictions are reasonably necessary for the protection of Take-Two and Angel). Accordingly, it is hereby agreed that if any one or more of the provisions of Section 6.2 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible. (e) The provisions of this Section 6.2 shall be in addition to, and not in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or otherwise, including, but not limited to, any obligations which may be contained in any employment agreements between Take-Two or Angel and the Selling Stockholders entered into at or after the Closing.

Noncompete Covenant. (a) For good and valuable considerationIn addition to any restrictive covenants contained in the Employment Agreement, the receipt of which each Selling Stockholder acknowledges, each of the Selling Stockholders Xxxxxxxx XxXxxxxx hereby agrees for after the Covenant Period applicable to such Selling Stockholder, Closing Date not to, until the second anniversary of the Closing Date directly or indirectly, within any State within the United States or any other geographic area in which Angel, Take-Two, or any of its subsidiaries then conducts business, indirectly (A) engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise), ) engaged in any business then engaged in by Frontline or render WOWFactor in any services to any of the areas in which Frontline or WOWFactor then conducts business, similar to the Business or which publishes, markets or sells products similar to products produced by the Business, other than as a holder for investment purposes only ownership, directly or indirectly, of record or beneficially, of not more than five one percent (51%) of the publicly-traded capital stock held solely for investment purposes of any corporations other corporation engaged in such businesses. The Covenant Period for Brad Hunt and Steve Rotenberg shall commence on the Closing Date and xxxxxxxx until xxx xxxxx xx xne same or similar business to that business engaged in by Frontline or WOWFactor or (1B) year after take any other action which constitutes an interference with or a disruption of WOWFactor's operation of the Closing Date Business or six (6) months after the termination of full-time employment with Angel. Take-Two acknowledges that Messrs. AngelWOWFactor's use, Hunt and Limber are owners of Scenix, an enterprise involved in technxxxxy development for industrial visualization and manipulation in automotive design, and that Mr. Angel has an interest in an enterprise developing karaoke products for video game consoles and that such ownership and incidental activities thereto will not be a violation enjoyment of the foregoing covenant by any of those individuals. Each of Messrs. Angel, Hunt and Limber represent and warrant that none of Angel's Intangiblex xxve been transferred to either of these entities; he is not and will not serve as an officer, director, employee or consultant to either entity; and he will not allow his name to be used in the furtherance of the business of either entityAssets. (b) Each For purposes of the Selling Stockholders clarification, but not of limitation, each Stockholder acknowledges and agrees that he will notthe provisions of subsection 6.2 above shall serve as a prohibition against him, for during the Covenant Period applicable to such Selling Stockholderperiod described therein, directly or indirectly, hirehiring, offer offering to hire, entice enticing away or in any other manner persuade persuading or attempt attempting to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of the Business or Take-Two's business to discontinue or alter his or its relationship with the Business or Take-Two's businessBusiness. (c) The parties hereto hereby acknowledge and agree that (i) Take-Two and Angel Frontline would be irreparably injured in the event of a breach by any of the Selling Stockholders of any of their obligations under this Section 6.26, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) Take-Two and Angel WOWFactor and/or Frontline shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. In It is hereby also agreed that the existence of any such proceeding for such reliefclaims which Stockholders may have against Frontline, neither Angel nor Take-Two whether under this Agreement or otherwise, shall not be required a defense to post a bond or the enforcement by WOWFactor and/or Frontline of any other security or to prove any amount of actual damagesthe rights under this Section 6. (d) It is the intent of the parties hereto that the covenants contained in this Agreement shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (the Selling Stockholders hereby acknowledge that said restrictions are reasonably necessary for the protection of Take-Two and AngelFrontline). Accordingly, it is hereby agreed that if any one or more of the provisions of Section 6.2 6 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible. (e) The provisions of this Section 6.2 shall be in addition to, and not in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or otherwise, including, but not limited to, any obligations which may be contained in any employment or consulting agreements between Take-Two or Angel WOWFactor and the Selling Stockholders entered into at or after the ClosingStockholders.

Noncompete Covenant. As an essential and material inducement to Buyers to enter into this Agreement and pay substantial consideration for the Businesses being acquired hereunder, the Sellers, jointly and severally, agree that for a period of five (5) years after the first closing Date to occur under this Agreement, they will not, without the prior written consent of Superior (which may be denied, withheld, delayed or conditioned for any reason whatsoever in its discretion): (a) For good and valuable consideration, the receipt of which each Selling Stockholder acknowledges, each of the Selling Stockholders hereby agrees for the Covenant Period applicable to such Selling Stockholder, not to, directly Directly or indirectly, within any State within the United States or any other geographic area in which Angeleither as an employer, Take-Two, or any of its subsidiaries then conducts business, engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lenderagent, partner, stockholdershareholder, joint venturerinvestor, employeefinancier, consultant or otherwisein any other capacity, participate in, engage in, acquire, commence or have a financial or other interest in any Venture in Competition (as defined below); provided, or render any services however, that passive ownership, in and of itself, of up to any business, similar to the Business or which publishes, markets or sells products similar to products produced by the Business, other than as a holder for investment purposes only of not more than five one percent (51.0%) of the publicly-traded capital stock of any corporations engaged in such businesses. The Covenant Period for Brad Hunt and Steve Rotenberg shall commence on the Closing Date and xxxxxxxx until xxx xxxxx xx xne (1) year after the Closing Date or six (6) months after the termination of full-time employment with Angel. Take-Two acknowledges that Messrs. Angel, Hunt and Limber are owners of Scenix, an enterprise involved in technxxxxy development for industrial visualization and manipulation in automotive design, and that Mr. Angel has an interest in an enterprise developing karaoke products for video game consoles and that such ownership and incidental activities thereto will a corporation whose shares of stock are traded on a recognized stock exchange or over-the-counter market shall not be deemed a violation of the foregoing covenant by any of those individuals. Each of Messrs. Angel, Hunt and Limber represent and warrant that none of Angel's Intangiblex xxve been transferred to either of these entities; he is not and will not serve this Noncompete Covenant (as an officer, director, employee or consultant to either entity; and he will not allow his name to be used in the furtherance of the business of either entity.defined below); (b) Each of the Selling Stockholders agrees that he will not, for the Covenant Period applicable to such Selling Stockholder, directly Directly or indirectly, hireas an employer, offer to hireagent, entice away partner, shareholder, investor, financier, consultant or in any other manner persuade capacity canvas, contact, solicit or attempt to persuade accept any officerCustomers of any Business (as defined below) for the purpose of providing waste or recyclables collection, employeetransportation, agenttransfer or disposal services (for purposes of this Agreement, lessor"Customers of any Business" shall include, lesseeon any given date, licensor, licensee, customer, prospective any customer or supplier within the geographic boundaries of a "Venture in Competition" described below as well as any of the Long-Haul Customers set forth on Schedule 9.1 to this Agreement and only with respect to those specific locations set forth on Schedule 9.1, as well as any National Customer Accounts in the Noncompete Areas to the extent set forth and in accordance with Section 8.28), provided, that, Sellers may continue to provide collection services to the Long-Haul Customers of the DuBois Business and Columbus Business as contemplaxxx xx Section 8.26 and the related disposal agreements to be executed thereunder and engage the services of independent third party subcontractors for National Customer Accounts in the Noncompete Areas to the extent allowed by Section 8.28. Also with respect to the Columbus Business and DuBois Business, Sellers shall not be deemed to violate the provisions of this noncompete solely because they advertise in the Yellow Pages or Take-Two's business similar mass market media which by its nature may not be limited to discontinue or alter his or its relationship with the Business or Take-Two's business.a division of counties; or (c) The parties hereto hereby acknowledge and agree that (i) Take-Two and Angel would be irreparably injured in the event of a breach by Actively solicit or induce, any of the Selling Stockholders of any of their obligations under this Section 6.2employee, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) Take-Two and Angel shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. In any such proceeding for such relief, neither Angel nor Take-Two shall be required to post a bond insurer or any other security person having a business or employment relationship with the Businesses to prove terminate such relationship, or take any amount of actual damages. (d) It is action designed to interfere with the intent relationship of the parties hereto that the covenants contained in this Agreement shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (the Selling Stockholders hereby acknowledge that said restrictions are reasonably necessary for the protection of Take-Two and Angel). Accordingly, it is hereby agreed that if Businesses with any one or more of the provisions of Section 6.2 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissibleperson. (e) The provisions of this Section 6.2 shall be in addition to, and not in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or otherwise, including, but not limited to, any obligations which may be contained in any employment agreements between Take-Two or Angel and the Selling Stockholders entered into at or after the Closing.

Noncompete Covenant. (a) For good and valuable consideration, the receipt of which each Selling The Stockholder acknowledges, each of the Selling Stockholders hereby agrees for after the Covenant Period applicable to such Selling StockholderClosing Date, not to, until the second anniversary of the Closing Date directly or indirectly, within any State within the United States or any other geographic area in which Angel, Take-Two, or any of its subsidiaries then conducts business, indirectly (A) engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise)) engaged in any business then engaged in by Frontline or Roxy Systems in any of the areas in which Frontline or Roxy Systems conducts business as of the Closing Date. For the purpose of this provision, "the Business" is defined as the provision of internet service to residential and commercial customers, web hosting services and leased line services. Roxy Systems and Stockholder further agree not to take any other action which constitutes an interference with or render any services to any business, similar to a disruption of the continued operation of the Business or which publishesFrontline's use, markets or sells products similar to products produced by the Business, other than as a holder for investment purposes only of not more than five percent (5%) ownership and enjoyment of the publicly-traded capital stock Assets. Notwithstanding the foregoing, the parties agree that the Stockholder may continue in his capacity as an employee of X.X. Xxxxxx (or in the capacity of Chief Executive Officer of any corporations engaged in such businessesaffiliate of X.X. Xxxxxx), which provides certain e-commerce and web services for its clients. The Covenant Period for Brad Hunt and Steve Rotenberg shall commence on the Closing Date and xxxxxxxx until xxx xxxxx xx xne (1) year after the Closing Date However, Stockholder expressly agrees not to solicit Magic Carpet or six (6) months after the termination of full-time employment with Angel. Take-Two acknowledges that Messrs. Angel, Hunt and Limber are owners of Scenix, an enterprise involved in technxxxxy development for industrial visualization and manipulation in automotive design, and that Mr. Angel has an interest in an enterprise developing karaoke products for video game consoles and that such ownership and incidental activities thereto will not be a violation of the foregoing covenant by any of those individuals. Each of Messrs. Angel, Hunt and Limber represent and warrant that none of Angel's Intangiblex xxve been transferred to either of these entities; he is not and will not serve as an officer, director, employee or consultant to either entity; and he will not allow his name to be used in the furtherance of the business of either entityFrontline customers. (b) Each For purposes of the Selling Stockholders clarification, but not of limitation, each Stockholder acknowledges and agrees that he will notthe provisions of subsection 6.2 above shall serve as a prohibition against him, for during the Covenant Period applicable to such Selling Stockholderperiod described therein, directly or indirectly, hirehiring, offer offering to hire, entice enticing away or in any other manner persuade persuading or attempt attempting to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of the Business or Take-Two's business to discontinue or alter his or its relationship with the Business or Take-Two's businessBusiness. (c) The parties hereto hereby acknowledge and agree that (i) Take-Two and Angel Frontline would be irreparably injured in the event of a breach by any of the Selling Stockholders Stockholder of any of their his obligations under this Section 6.26, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) Take-Two and Angel Frontline shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. In It is hereby also agreed that the existence of any such proceeding for such reliefclaims which Stockholder may have against Frontline, neither Angel nor Take-Two whether under this Agreement or otherwise, shall not be required a defense to post a bond or the enforcement by Frontline of any other security or to prove any amount of actual damagesthe rights under this Section 6. (d) It is the intent of the parties hereto that the covenants contained in this Agreement shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (sought, and the Selling Stockholders Stockholder hereby acknowledge acknowledges that said restrictions are reasonably necessary for the protection of Take-Two and Angel)Frontline. Accordingly, it is hereby agreed that if any one or more of the provisions of Section 6.2 6 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible. (e) The provisions of this Section 6.2 shall be in addition to, and not in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or otherwise, including, but not limited to, any obligations which may be contained in any employment agreements between Take-Two or Angel and the Selling Stockholders entered into at or after the Closing.

Noncompete Covenant. (a) For good and valuable consideration, the receipt of which each Selling The Stockholder acknowledges, each of the Selling Stockholders hereby agrees for after the Covenant Period applicable to such Selling StockholderClosing Date, not to, until the second anniversary of the Closing Date directly or indirectly, within any State within the United States or any other geographic area in which Angel, Take-Two, or any of its subsidiaries then conducts business, indirectly (A) engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise)) engaged in any business then engaged in by Purchaser or Seller in any of the areas in which Purchaser or Seller conducts business as of the Closing Date. For the purpose of this provision, "the Business" is defined as the provision of internet service to residential and commercial customers, web hosting services and leased line services. Seller and Stockholder further agree not to take any other action which constitutes an interference with or render any services to any business, similar to a disruption of the continued operation of the Business or which publishesPurchaser's use, markets or sells products similar to products produced by the Business, other than as a holder for investment purposes only of not more than five percent (5%) ownership and enjoyment of the publicly-traded capital stock of any corporations engaged in such businesses. The Covenant Period for Brad Hunt and Steve Rotenberg shall commence on the Closing Date and xxxxxxxx until xxx xxxxx xx xne (1) year after the Closing Date or six (6) months after the termination of full-time employment with Angel. Take-Two acknowledges that Messrs. Angel, Hunt and Limber are owners of Scenix, an enterprise involved in technxxxxy development for industrial visualization and manipulation in automotive design, and that Mr. Angel has an interest in an enterprise developing karaoke products for video game consoles and that such ownership and incidental activities thereto will not be a violation of the foregoing covenant by any of those individuals. Each of Messrs. Angel, Hunt and Limber represent and warrant that none of Angel's Intangiblex xxve been transferred to either of these entities; he is not and will not serve as an officer, director, employee or consultant to either entity; and he will not allow his name to be used in the furtherance of the business of either entityPurchased Assets. (b) Each For purposes of clarification, but not of limitation, the Selling Stockholders Stockholder acknowledges and agrees that he will notthe provisions of subsection 6.2 above shall serve as a prohibition against him, for during the Covenant Period applicable to such Selling Stockholderperiod described therein, directly or indirectly, hirehiring, offer offering to hire, entice enticing away or in any other manner persuade persuading or attempt attempting to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of the Business or Take-Two's business to discontinue or alter his or its relationship with the Business or Take-Two's businessBusiness. (c) The parties hereto hereby acknowledge and agree that (i) Take-Two and Angel Purchaser would be irreparably injured in the event of a breach by any of the Selling Stockholders Stockholder of any of their his obligations under this Section 6.26, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) Take-Two and Angel Purchaser shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. In It is hereby also agreed that the existence of any such proceeding for such reliefclaims which Stockholder may have against Purchaser, neither Angel nor Take-Two whether under this Agreement or otherwise, shall not be required a defense to post a bond or the enforcement by Purchaser of any other security or to prove any amount of actual damagesthe rights under this Section 6. (d) It is the intent of the parties hereto that the covenants contained in this Agreement shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (sought, and the Selling Stockholders Stockholder hereby acknowledge acknowledges that said restrictions are reasonably necessary for the protection of Take-Two and Angel)Purchaser. Accordingly, it is hereby agreed that if any one or more of the provisions of Section 6.2 6 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible. (e) The provisions of this Section 6.2 shall be in addition to, and not in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or otherwise, including, but not limited to, any obligations which may be contained in any employment agreements between Take-Two or Angel and the Selling Stockholders entered into at or after the Closing.