Common use of Noncompetition Clause in Contracts

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.

Noncompetition. The Executive acknowledges From and agrees that after the Closing, in consideration and as a condition of the Executive’s employment by mutual covenants provided for herein but subject to the Company and limitations set forth in exchange for, among other things, the benefits contained in last sentence of this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentSection 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to any Restricted Period Person, the Executive will date that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, whether as ownerbuild and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in within the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow United States; provided that no Restricted Person shall be deemed to prohibit be taking an action in violation of this Section 8X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, (x) ownership of Buyer Common Stock as a result of the Executive from Purchase and Sale Transaction, (iy) acquiring, solely as an investment, shares ownership of capital less than 5% of the outstanding stock (or other interests) of any corporation (or other entity) not exceeding 2% of such publicly-traded corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (iiz) working for acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in a line of business, division or unit of a larger entity business that competes with the Company as long as Business. The parties hereto agree that the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)8X is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 7(c) 8X is enforced during invalid or unenforceable, the post-employment portion parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Period. During time within which the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive judgment may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementappealed.

Noncompetition. The Executive acknowledges and agrees that in In consideration and as a condition of the Executive’s employment by mutual covenants provided for herein to the Company Parent and in exchange for, among other things, the benefits contained in this Agreement, including without limitation Existing Stockholder at the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentClosing, during the Restricted Period period beginning on the Executive will not directly Closing Date and ending on the fifth anniversary of the Closing Date (the "Noncompete Period"), none of the Parent, the Existing Stockholder or indirectly, any of their then Affiliates shall engage (whether as an owner, partneroperator, shareholdermanager, employee, officer, director, manager, consultant, agentadvisor, employeerepresentative, co-venturer or otherwise, engage, participate ) directly or invest indirectly in any Competing Business business that provides outsourced staffing or those related billing services being provided by the Acquired Companies as conducted on the date hereof to hospitals and clinics anywhere in within the world. For purposes hereof, United States; provided that ownership of less than 5% of the term “Competing Business” outstanding stock of any publicly traded corporation shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall not be deemed to prohibit be engaging solely by reason thereof in any of its businesses; provided further that the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with Parent and the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) Existing Stockholder shall not be enforceable during deemed to be in breach of this Section 9.8(a) solely as a result of owning a direct or indirect interest in a business whose other owner engages in the post-employment portion of activities prohibited hereunder. The Parties hereto agree that the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)9.8 is reasonable with respect to its duration, geographical area, and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7(c) 9.8 is enforced during invalid or unenforceable, the post-employment portion Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Period. During time within which the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive judgment may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementappealed.

Noncompetition. The Executive acknowledges and (a) Seller agrees that in consideration and as for a condition period of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent two full -------------- years from the continuation of the Executive’s employmentClosing Date, during the Restricted Period the Executive will not it shall not: (i) engage, either directly or indirectly, whether as ownera principal or for its own account, partnersolely or jointly with others, shareholderor through any form of ownership in another Person, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity business that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion business of the Restricted Period if Buyer as it exists on the Executive is terminated by Closing Date; or (ii) employ or solicit, or receive or accept the Company without Causeperformance of services by, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion any employee of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment LLC. (the “Garden Leave Pay”b) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of If any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions provision contained in this Section 7(cshall for any reason by held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) prior as shall be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to executing compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to injunctive relief requiring specific performance by Seller of this AgreementSection, and Seller consents to the entry thereof.

Noncompetition. The Executive acknowledges and agrees that in (a) In consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefitsaddition of the Retention Bonus described in Section 2, which the Executive acknowledges Employee represents and agrees is fair that during his employment and reasonable consideration that is independent for a period of one (1) year from and after the continuation termination of the Executive’s employmenthis employment for any reason, during the Restricted Period the Executive Employee will not not, directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer alone or otherwise, engage, participate or invest in any Competing Business capacity with another legal entity, (i) engage in any activity that directly competes in any material respect with DBI, including specifically, but without limitation, the manufacture, sale, marketing or distribution of clothespins, toothpicks, matches, firestarters, wooden crafts, plastic cutlery, candles or aromatherapy products; (ii) contact or in any way interfere or attempt to interfere with the relationship of DBI with any current or potential customers or any current vendors of DBI; (iii) employ or attempt to employ, on behalf of Employee or any other person or entity, any employee of DBI (other than a former employee thereof after such employee has terminated employment with DBI). (b) Employee acknowledges that DBI markets products throughout the United States and Canada (the "Territory") and that DBI would be harmed if Employee conducted any of the activities described in this Section 6 anywhere in the worldTerritory. For purposes hereofTherefore, Employee agrees that the covenants contained in this Section 6 shall apply to all portions of, and throughout, the term “Competing Business” shall mean Territory. (c) Employee acknowledges that the duration and scope of the covenants contained in this Section 6, as well as the Territory to which such covenants apply are reasonable under the circumstances. Employee further acknowledges that he understands that his willingness to enter into the covenants contained in Sections 5 and 6 were inducements for DBI to enter into this Agreement, and that the consideration he is receiving hereunder is fair and reasonable. (d) Employee acknowledges that if he fails to fulfill his obligations under Sections 5 and 6, the damages to DBI would be very difficult to determine. Therefore, in addition to any entity engaged other rights or remedies available to DBI at law, in equity, or by statute, Employee hereby consents to the discoveryspecific enforcement of the provisions of Sections 5 and 6 by DBI through an injunction or restraining order issued by the appropriate court. (e) If for any reason any court of competent jurisdiction determines any provision of Sections 5 and 6 to be unenforceable as written, development or commercialization the parties expressly grant the court the authority to modify those provisions and to enforce those provisions to the maximum extent possible. In furtherance and not in limitation of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove should the duration or hereinbelow geographic extent of, or business activities covered by, any provision of Sections 5 and 6 be in excess of that which is valid and enforceable under applicable law, then such provision shall be deemed construed to prohibit cover only that duration, extent or activities which are validly and enforceably covered. Employee acknowledges the Executive from uncertainty of the law in this respect and expressly stipulates that this Section 6 be given the construction which renders its provisions valid and enforceable to the maximum extent (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s its expressed terms) possible under applicable laws. (or other entity’sf) then outstanding shares of capital stock (or equity interest), or (ii) working Employee may make a written request for a line modification of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition his obligations under this Section 7(c)6 if, in his opinion, his intended activities will not adversely affect DBI's legitimate interests. In no event DBI will Garden Leave Pay be duplicative consider such written request, determine in its sole discretion whether the request is adverse to its legitimate business interests, and notify Employee in writing of other pay and the Executive agrees that any Garden Leave Pay received pursuant approved modification to Employee's obligations under this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion 6 or its rejection of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementEmployee's request.

Noncompetition. The Executive acknowledges and agrees that in (a) In consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefitsaddition of the Retention Bonus described in Section 2, which the Executive acknowledges Employee represents and agrees is fair that during his employment and reasonable consideration that is independent for a period of one (1) year from and after the continuation termination of the Executive’s employmenthis employment for any reason, during the Restricted Period the Executive Employee will not not, directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer alone or otherwise, engage, participate or invest in any Competing Business capacity with another legal entity, (i) engage in any activity that directly competes in any material respect with DBI, including specifically, but without limitation, the manufacture, sale, marketing or distribution of clothespins, toothpicks, matches, firestarters, wooden crafts, plastic cutlery, candles or aromatherapy products; (ii) contact or in any way interfere or attempt to interfere with the relationship of DBI with any current or potential customers or any current vendors of DBI; (iii) employ or attempt to employ, on behalf of Employee or any other person or entity, any employee of DBI (other than a former employee thereof after such employee has terminated employment with DBI). (b) Employee acknowledges that DBI markets products throughout the United States and Canada (the "Territory") and that DBI would be harmed if Employee conducted any of the activities described in this Section 6 anywhere in the worldTerritory. For purposes hereofTherefore, Employee agrees that the covenants contained in this Section 6 shall apply to all portions of, and throughout, the term “Competing Business” shall mean Territory. (c) Employee acknowledges that the duration and scope of the covenants contained in this Section 6, as well as the Territory to which such covenants apply are reasonable under the circumstances. Employee further acknowledges that he understands that his willingness to enter into the covenants contained in Section 5 and 6 were inducements for DBI to enter into this Agreement, and that the consideration he is receiving hereunder is fair and reasonable. (d) Employee acknowledges that if he fails to fulfill his obligations under Sections 5 and 6, the damages to DBI would be very difficult to determine. Therefore, in addition to any entity engaged other rights or remedies available to DBI at law, in equity, or by statute, Employee hereby consents to the discoveryspecific enforcement of the provisions of Sections 5 and 6 by DBI through an injunction or restraining order issued by the appropriate court. (e) If for any reason any court of competent jurisdiction determines any provision of Sections 5 and 6 to be unenforceable as written, development or commercialization the parties expressly grant the court the authority to modify those provisions and to enforce those provisions to the maximum extent possible. In furtherance and not in limitation of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove should the duration or hereinbelow geographic extent of, or business activities covered by, any provision of Sections 5 and 6 be in excess of that which is valid and enforceable under applicable law, then such provision shall be deemed construed to prohibit cover only that duration, extent or activities which are validly and enforceably covered. Employee acknowledges the Executive from uncertainty of the law in this respect and expressly stipulates that this Section 6 be given the construction which renders its provisions valid and enforceable to the maximum extent (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s its expressed terms) possible under applicable laws. (or other entity’sf) then outstanding shares of capital stock (or equity interest), or (ii) working Employee may make a written request for a line modification of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition his obligations under this Section 7(c)6 if, in his opinion, his intended activities will not adversely affect DBI's legitimate interests. In no event DBI will Garden Leave Pay be duplicative consider such written request, determine in its sole discretion whether the request is adverse to its legitimate business interests, and notify Employee in writing of other pay and the Executive agrees that any Garden Leave Pay received pursuant approved modification to Employee's obligations under this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion 6 or its rejection of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementEmployee's request.

Noncompetition. The Executive acknowledges and Except as otherwise consented to or approved in writing by Buyer, the Shareholder agrees that for a period of 60 months from the date hereof, such Shareholder will not, directly or indirectly, acting alone or as a member of a partnership or as an officer, director, employee, consultant, representative, holder of, or investor in as much as 5% of any security of any class of any corporation or other business entity (i) engage in competition with the well servicing business or businesses conducted by the Company, on the date hereof, or in any service business the services of which are provided and marketed by the Company, on the date hereof in any area of the state of the United States, or any foreign country in which the Company, transacts business on the date hereof; (ii) request any present customers or suppliers of the Company to curtail or cancel their business with Buyer or any affiliate of Buyer; (iii) disclose to any person, firm or corporation any trade, technical or technological secrets of the Company, Buyer or any affiliate of Buyer or any details of their organization or business affairs or (iv) induce or actively attempt to influence any employee of the Company, Buyer or any affiliate of Buyer to terminate his employment; provided, however, that the Shareholder shall be able to buy, sell, build and overhaul well servicing rigs, and to work on any rig on Shareholder's own production. Shareholder agrees that if either the length of time or geographical area set forth in this Section 3.1 is deemed too restrictive in any court proceeding, the court may reduce such restrictions to those which it deems reasonable under the circumstances. The obligations expressed in this Section 3.1 are in addition to any other obligations that the Shareholder may have under the laws of the states in which he does business requiring an employee of a business or a shareholder who sells his stock in a corporation (including a disposition in a merger) to limit his activities so that the goodwill and business relations of his employer and of the corporation whose stock he has sold (and any successor corporation) will not be materially impaired. The Shareholder further agrees and acknowledges that the Company, Buyer and its affiliates do not have any adequate remedy at law for the breach or threatened breach by such Shareholder of this covenant, and agree that the Company, Buyer or any affiliate of Buyer may, in addition to the other remedies which may be available to it hereunder, file a suit in equity to enjoin such Shareholder from such breach or threatened breach. If any provisions of this Section 3.1 are held to be invalid or against public policy, the remaining provisions shall not be affected thereby. The Shareholder acknowledges that the covenants set forth in this Section 3.1 are being executed and delivered by such Shareholder in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits covenants of Buyer contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefitsand for other good and valuable consideration, receipt of which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementhereby acknowledged.

Noncompetition. The Executive acknowledges During the term hereof and agrees that in consideration and as a condition until one year after termination of the Executive’s Employee's employment by the Company and in exchange for, among other thingshereunder, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive Employee will not (i) engage directly or indirectly, whether alone or as ownera shareholder, partner, shareholderofficer, director, manageremployee or consultant of any other business organization, consultantin any business activities which (A) relate to the economy motel business (the "Designated Industry") and (B) were either conducted by the Employer prior to the Employee's termination or proposed to be conducted by the Employer at the time of such termination, agent(ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, or (iii) solicit or encourage any officer, employee, co-venturer or otherwise, engage, participate consultant of the Employer to leave its employ for employment by or invest in with any Competing Business anywhere competitor of the Employer in the worldDesignated Industry. For purposes hereof, The Employee's noncompetition obligations hereunder will not preclude the term “Competing Business” shall mean Employee from owning less than 5% of the common stock of any entity engaged publicly traded corporation conducting business activities in the discovery, development or commercialization of gene editing technology for human therapeuticsDesignated Industry. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall The Employee will continue to be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work bound by the Executive on matters that are directly competitive provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with respect thereto. If at any time the Company’s business. Notwithstanding the foregoingprovisions of this Section 8 will be determined to be invalid or unenforceable, by reason of being vague or unreasonably as to area, duration or scope of activity, this Section 7(c) shall not 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment court or if other body having jurisdiction over the Company elects to waive matter; and the restrictions set forth in Employee agrees that this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive 8 as so amended will promptly (be valid and immediately upon request) notify the Company of binding as though any change in address and each subsequent employer invalid or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election unenforceable provision had not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementincluded herein.

Noncompetition. The Executive acknowledges (a) For a period of three years commencing on the Closing Date (the “Non-Competition Period”), Seller agrees not to, and agrees that in consideration and as a condition to cause its Affiliates (other than any of the ExecutiveSeller’s employment by the Company and in exchange forAffiliates providing incidental pension disbursement services and/or providing any services to any Employee Benefit Plan of Seller) not to, among other thingsat any time, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, so long as the term “Competing Business” shall mean any entity engaged Company or a Subsidiary continues to engage in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from a like business in such location: (i) acquiringown, solely manage, operate, control, or be connected in any manner with the ownership, management or control of any Person that engages in a business which provides benefits or human resources consulting or outsourcing in competition with the Business as conducted on the Closing Date (a “Competitive Business”); or (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or any Subsidiary and any customer, supplier of the Company or any Subsidiary. (b) For a period of two years commencing on the Closing Date (the “Non-Solicitation Period”), Seller agrees not to, and agrees to cause its Affiliates not to, at any time, directly or indirectly, solicit employment for or employ Transferred Employees or induce any Transferred Employee to leave the employ of the Company or any Subsidiary. (c) In the event of a breach by Seller of the terms of this Section 7.3, Buyer shall be entitled, if it shall so elect, to institute legal proceedings to obtain damages for any such breach, or to enforce the specific performance of such terms by Seller (or such applicable Affiliate of Seller) and to enjoin Seller (or such applicable Affiliate of Seller) from any further violation and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by law. Seller acknowledges that the remedies at law for any breach by Seller or its Affiliates of the provisions of this Section 7.3 may be inadequate and that Buyer shall be entitled to injunctive relief against Seller (or such applicable Affiliate of Seller) in the event of any breach without the necessity to post any bond therefor. The existence of any claim or cause of action of Seller against Buyer based upon this Agreement shall not constitute a defense to the obligations of Seller under this Section 7.3. (d) Notwithstanding anything in Section 7.3(a) to the contrary, nothing herein shall in any way restrict or limit the rights of Seller or any of its Affiliates or any successor thereof (i) as an investment, shares investor to hold and make investments not in excess of capital stock (or other interests) 10% of the outstanding securities of any corporation the securities of which are listed on a nationally recognized securities exchange or traded in a nationally recognized over-the-counter market and (ii) to continue to carry on any business in which any of them is engaged as of the date hereof, whether or other entitynot any such business is a Competitive Business, in a manner that is not substantially different from the manner in which Seller or any of its Affiliates, as the case may be, carries on such business as of the date hereof. (e) Notwithstanding anything in Section 7.3(a) to the contrary, should any Person not exceeding 2% a party hereto engaged in a Competitive Business acquire Seller, directly or indirectly, by merger, acquisition or a purchase of substantially all of the assets of Seller, this Section 7.3 shall not thereafter apply to the surviving party so long as (i) following such acquisition such Competitive Business shall not be conducted, directly or indirectly, through Seller, any of its pre-Closing Affiliates or any of their successors or assignees and (ii) none of Seller, its pre-Closing Affiliates, any of their successors or assignees or their employees shall provide substantial assistance to the Competitive Business. (f) Notwithstanding anything in Section 7.3(a) to the contrary, if during the Non-Competition Period, Seller or any Affiliate thereof (an “Acquiring Person” for purposes of this Section) shall acquire (directly or indirectly) any entity operating a Competitive Business then such Acquiring Person shall be obligated, within three months after consummation of such corporation’s acquisition, offer to sell and assign such Competitive Business to Buyer at the fair market value of such Competitive Business. The terms and conditions of such sale shall include (or other entity’si) then outstanding shares (A) an assignment by Seller to Buyer of capital stock its rights to the extent related to the Competitive Business under the acquisition and related documents under which it acquired such Competitive Business and (or equity interest), B) a consent by the seller of such Competitive Business acknowledging such assignment and agreeing that Buyer may enforce such acquisition and related documents against such seller or (ii) working representations, warranties and indemnification provisions substantially similar to those made in favor of the Acquiring Person under such acquisition and related documents. Seller shall give Buyer written notice of any such transaction, which notice shall describe in reasonable detail the Competitive Business being offered to Buyer. Representatives of Buyer and the Acquiring Person shall meet within 15 days of the date such offer is made and attempt mutually to determine in good faith such fair market value. If Buyer and the Acquiring Person are unable to determine a mutually acceptable fair market value within 20 days after their initial meeting, Buyer and the Acquiring Person shall mutually engage (and share equally in the fees and expenses of) an investment banking firm to determine within 20 days of such firm’s engagement the fair market value of the Competitive Business (and associated liabilities), which determination shall be binding upon Buyer and the Acquiring Person for purposes of the Acquiring Person’s offer to sell the Competitive Business to Buyer as contemplated herein. In the event that Buyer does not accept the offer within thirty days of final determination of such fair market value, the Acquiring Person shall be free to sell the Competitive Business to a line of businessthird party or to operate the Competitive Business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities Acquiring Person may elect, free of the restrictions set forth in Section 7.3(a); provided, however, that if Seller elects to operate the Competitive Business, Seller shall not, (i) for such line the remainder of businessthe Non-Solicitation Period, division hire any Transferred Employee (other than a Transferred Employee that either Seller or unit do not involve work one of its Affiliates is permitted to employ pursuant to Section 7.3(g)) or (ii) for the remainder of the Non-Competition Period, solicit the business of any customer of the Business (other than any customer which is also a customer of the Competitive Business at the time of its acquisition). The parties agree that the operation of the Competitive Business by the Executive on matters that are directly competitive with Acquiring Person during the Company’s business. Notwithstanding pendency of the foregoing, this Section 7(c) procedures described above shall not be enforceable during deemed to violate Section 7.3(a). (g) Notwithstanding anything in Section 7.3(b) to the post-employment portion contrary, nothing herein shall in any way restrict or limit the rights of the Restricted Period if the Executive Seller or any of its Affiliates to employ a Transferred Employee who (i) is terminated by the Company or any of its Affiliates, (ii) responds to a general employment advertisement by Seller or any of its Affiliates in the ordinary course of its business, (iii) responds to a solicitation from an employment agency or search firm that is not directed to contact such Transferred Employee by Seller or any of its Affiliates, or (iv) contacts Seller or any of its Affiliates for employment on such Transferred Employee’s own initiative without Causeany solicitation from Seller or any of its Affiliates. (h) For a period of three years commencing on the Closing Date, is laid off from employment or if Seller agrees not to, and agrees to cause its Affiliates not to, use in any Competitive Business the customer lists of the Business that have been delivered to the Company elects pursuant to waive the restrictions set forth in this Section 7(c). If Section 7(cAgreement. (i) is enforced during the post-employment portion The necessity of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (protection against competition from Seller and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans its Affiliates and the nature and scope of Executive’s activitiessuch protection has been carefully considered by the parties to this Agreement based upon the consultation with and advice from their respective legal counsel. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay parties agree and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(cacknowledge (i) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled duration, scope and geographic areas applicable to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions covenants contained in this Section 7(c7.3 are fair, reasonable and necessary, and do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Business and Buyer’s investment therein and its business goodwill, (ii) prior that adequate compensation has been received by Seller for such obligations, and (iii) that these obligations do not prevent Seller and its Affiliates from earning a livelihood or conducting its remaining businesses. If any provision of this Section 7.3 is held to executing be illegal, invalid or unenforceable under present or future laws effective during the Non-Competition Period, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, but no such added provision shall be broader or result in a greater limitation of the activities of Seller than is provided in this AgreementSection 7.3 on the date hereof. If the automatic reformation provision contained in this Section 7.3(i) for any reason fails or is held to be illegal, invalid or unenforceable, the parties request that the Governmental Entity making such determination interpret, alter, amend and modify the terms of this Section 7.3 to include as much of the scope, time period and geographic area specified therein as may be possible without rendering any provision of this Section 7.3, illegal, invalid or unenforceable, but no such modified term shall be broader or result in a greater limitation of the activities of Seller and its Affiliates than is provided in this Section 7.3 on the date hereof.

Noncompetition. The Executive acknowledges and (a) Seller agrees that in consideration and as for a condition period of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent five years from the continuation Closing Date, neither it nor any of the Executive’s employmentits Subsidiaries shall engage, during the Restricted Period the Executive will not either directly or indirectly, whether as ownera principal or for its own account or solely or jointly with others, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest as shareholders in any Competing Business company or partnership anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development business of manufacturing or commercialization of gene editing technology for human therapeutics. Notwithstanding selling to third parties any products manufactured or sold by the foregoing, Division on or prior to the Closing Date (other than with respect to Electronic Controls assembled on Machines sold by Seller); provided that nothing contained hereinabove or hereinbelow herein shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares the acquisition by Seller or any of capital stock its Subsidiaries of a diversified company having not more than (or other interestsx) of any corporation (or other entity) not exceeding 210% of such corporation’s its sales (or other entity’sbased on its latest published annual audited financial statements) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity attributable to any business that competes with the Company as long as the Executive’s activities for Transferred Business or (y) $5,000,000 in annual sales to third parties in such line of competing business, division (ii) the exercise of Seller's rights (if any) under the Electronic Controls Supply Agreement, (iii) the sale by Seller of Excluded Inventory to third parties and (iv) the sale by Seller to third parties of service parts for products manufactured or unit do not involve work sold by the Executive on matters Division. (b) It is the intention of the parties that are directly competitive with if any of the Company’s business. Notwithstanding the foregoingrestrictions or covenants contained herein held to cover a geographic area or to be for a length of time which is not permitted by applicable law, this Section 7(c) or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable during the post-employment portion under applicable law, a court of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment competent jurisdiction shall construe and interpret or if the Company elects to waive the restrictions set forth in reform this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not 4.5 to provide post-employment Garden Leave Pay for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be deemed a waiver valid and enforceable under such applicable law. Seller acknowledges that Purchaser would be irreparably harmed by any breach of Executive’s post-employment noncompetition obligations under this Section 7(c). In 4.5 and that there would be no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that adequate remedy at law or in damages to compensate Purchaser for any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementsuch breach.

Noncompetition. The Executive acknowledges (a) Seller and agrees that in consideration and as a condition each of the Executive’s employment Principals hereby acknowledge that: (i) the agreements and covenants they are providing in this Section 7.01 are reasonable and necessary to the protection of the Buyer Group's legitimate interests in the undertakings contemplated by this Agreement; (ii) Seller and each of the Company Principals have certain Knowledge of the business operations that may be required to ensure the effective and successful conduct of the Business, (iii) Buyer will be irreparably damaged and its substantial investment in exchange forthe undertakings contemplated by this Agreement materially impaired if Seller and/or the Principals were to enter into an activity competing or interfering with the businesses of the Buyer Group in violation of the terms of this Section 7.01 or if they were to disclose or make unauthorized use of any confidential information concerning the Business or the Purchased Assets; (iv) the scope and length of the term of this Section 7.01 and the geographical restrictions contained herein are fair and reasonable and not the result of overreaching, among other thingsduress or coercion of any kind and the full, uninhibited and faithful observance of each of the benefits agreements and covenants contained in this AgreementSection 7.01 will not cause Seller or either Principal any undue hardship, including without limitation financial or otherwise, and enforcement of each of the opportunity covenants contained in this Section 7.01 will not impair either Principal's ability, if he so desires, to receive enhanced post-employment severance benefitsengage in other business ventures acceptable to him or otherwise obtain income required for his profitable operation and the satisfaction of the needs of his creditors. (b) Seller and each of the Principals covenant and agree that they will not, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent will cause their Affiliates not to, directly or indirectly, at any time from the continuation date of this Agreement and continuing for a period of five (5) years after the Executive’s employmentClosing Date, during compete with Buyer or any of its Affiliates in the Restricted Period the Executive will not United States of America, directly or indirectly, whether as ownerfor its own account or otherwise. As used in this Article VII, partnerto "compete" shall mean to, shareholderdirectly or indirectly, own, manage, operate, join, control, be employed by, or become a director, managerofficer, employee, agent, broker, consultant, representative or shareholder of a corporation or an owner of an interest in or an employee, agent, employeebroker, co-venturer consultant, representative or otherwise, engage, participate partner of a partnership or invest in any Competing Business anywhere other capacity whatsoever of any other form of business association, sole proprietorship or partnership, or otherwise be connected in any manner with the world. For purposes hereofownership, management or operation of any Person that engages in a business similar to the Business; provided, however, that nothing herein shall prevent Seller, the term “Competing Business” shall mean any entity engaged in the discovery, development Principals or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive their Affiliates from (i) acquiringengaging in the temporary placement business of information technology personnel (including, solely but not limited to, such personnel as an investment, shares of capital stock (computer programmers or other interestssimilarly skilled individuals engaged in similar lines of work) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(cacquiring up to five percent (5%) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company securities of any change in address and each subsequent employer company listed on a national securities exchange or business activity including quoted on the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementNasdaq Stock Market.

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition During the Term, none of the Executive’s employment by the Company and in exchange forSeller Parties nor any of their respective direct or indirect, among other thingswholly-owned subsidiaries (collectively, the benefits contained in this Agreement"SELLER GROUP"), including without limitation the opportunity to receive enhanced post-employment severance benefitsshall, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer engage in or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereofCompetitive Business, the term “Competing Business” shall mean or be employed by, consult for, or act as an advisor to any entity Person that is engaged in the discovery, development or commercialization of gene editing technology for human therapeuticsparticipates in any Competitive Business. Notwithstanding the foregoing, nothing contained hereinabove herein shall prohibit any Person (the "ACQUIRING PERSON") that acquires any assets of any member of the Seller Group from engaging in any Competitive Business, provided that for a period of twelve (12) months following the date of this Agreement such Acquiring Person shall not use any satellite purchased from any Seller Group member (the "SELLING MEMBER") to engage in any Competitive Business, and each Selling Party agrees to cause the Selling Member to require the Acquiring Person to agree in the relevant acquisition document that it will comply with such restriction and that the Purchaser is a third party beneficiary of such obligation with rights to enforce its rights herein directly against such Acquiring Person. In addition, notwithstanding the first sentence of this Section 2.1, nothing herein shall prohibit: (a) any Seller Group member from having an investment in or hereinbelow merging with any Person that is engaged in any Competitive Business, provided that no member of the Seller Group shall be deemed sell, lease or otherwise furnish its satellite capacity to prohibit such Person for use in any Competitive Business during the Executive Term; (b) any Seller Group member from engaging, directly or indirectly, in the Network Services Business or Professional Services Business; or (c) any member of the Seller Group from engaging in any Competitive Business pursuant to legally binding agreements in effect as of the date of this Agreement, and any renewal or replacement (for similar capacity) thereof, provided that the Seller Parties hereby (i) acquiring, solely as an investment, shares of capital stock (represent and warrant to the Purchaser that they have deposited with ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or other interests) of any corporation (or other entity) not exceeding 2% mutually acceptable escrow agent a true and complete list of such corporation’s (or other entity’s) then outstanding shares existing contracts, together with a description of capital stock (or equity interest)the type and amount of capacity subject thereto, or and (ii) working for agree to cause ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or other mutually acceptable escrow agent to disclose promptly to Purchaser such information as it may reasonably and in good faith request from such list related to a line of business, division or unit of a larger entity customer that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not Purchaser believes may be enforceable during the post-employment portion receiving capacity in violation of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions requirements set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement2.1.

Noncompetition. The Executive acknowledges and Henkel agrees that in consideration it will not, and as a condition shall ensure that its Affiliates do not, at any time during the period beginning on the Closing Date and ending on the fifth anniversary of the Executive’s employment by the Company and Closing Date, engage in exchange foror have any controlling interest in, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owneralone or in conjunction with any Person, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in Europe, Russia or Turkey, any business which is in competition with the world. For purposes hereof, JV Entities in the term “Cleaning and Sanitizing Field as conducted by the JV Entities at Closing (a "Competing Business” shall mean any entity engaged "), provided, however, that Henkel and its Affiliates may continue to conduct their respective businesses generally in the discoverymanner in which such businesses are being conducted on the Closing Date. Henkel and its Affiliates shall not at any time, development directly or commercialization indirectly, use or purport to authorize any person to use any Technology, Patent or Trademark or the "Henkel" name in contravention of gene editing technology for human therapeuticsthis Section 9.5. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow The provisions of this Section 9.5 shall be deemed to not prohibit the Executive Henkel and its Affiliates from acquiring not more than two percent (i) acquiring, solely as an investment, shares of capital stock (or other interests2%) of any corporation class of securities of any company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or otherwise publicly traded, provided Henkel and its Affiliates do not control such company. Further, the provisions of this Section 9.5 shall not prohibit Henkel and its Affiliates from acquiring a Competing Business in Europe, Russia and Turkey if and only if (a) Henkel or other entityits Affiliate ceases to engage in such Competing Business within two hundred seventy (270) not exceeding 2% days after the consummation of such corporation’s transaction and (or other entity’sb) then outstanding shares of capital stock (or equity interest)Henkel shall have promptly first offered Ecolab, or (ii) working upon customary commercial terms, the exclusive opportunity, for a line sixty (60) day period, to purchase such Competing Business at the same price at which Henkel acquired such Competing Business. The foregoing provisions of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) 9.5, but not any claim previously brought thereunder, shall not be enforceable during cease to apply on the post-employment portion fifth anniversary of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementClosing Date.

Noncompetition. The Executive acknowledges Each Member, NAV CANADA and each Additional Investor agrees that (i) not to engage in consideration and as a condition of the Executive’s employment by competition with the Company and in exchange forand/or any of its Affiliates, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not either directly or indirectly, whether in any manner or capacity, as owneradviser, principal, agent, affiliate, promoter, partner, shareholderofficer, director, manageremployee, stockholder, owner, co-owner, consultant, agent, employee, co-venturer or member of any association or otherwise, engage, participate or invest in any Competing phase of the Primary Business, and (ii) not to acquire, assume or participate in, directly or indirectly, any position, investment or interest in any company, person or entity that is, directly or indirectly, in competition with the Primary Business anywhere in of the world. For purposes hereofCompany or any of its Affiliates except for passive investments of 1% or less of the outstanding voting securities of a company listed on the NYSE, AMEX or Nasdaq National Market; provided, however, that notwithstanding anything to the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoingcontrary set forth herein, nothing contained hereinabove or hereinbelow in this Section 5.9 shall be deemed to restrict or prohibit the Executive from NAV CANADA or NAV CANADA US Subsidiary from, directly or indirectly, (i) acquiringengaging in any activities pursuant to any agreement, solely as an investment, shares of capital stock (contract or other interests) arrangement which NAV CANADA, NAV CANADA US Subsidiary or any of any corporation their respective predecessor entities is a party to or bound by as of the date such Member became a Member (the Effective Date, the A&R Effective Date or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interestthe Third A&R Effective Date, as the case may be), or (ii) working for own, acquire, use and sell air traffic control surveillance data from radar, ADS-B and other technologies; provided, further, however, that notwithstanding anything to the contrary set forth herein, nothing in this Section 5.9 shall be deemed to restrict or prohibit Iridium from, directly or indirectly, engaging in any activities pursuant to any agreement, contract or other arrangement which Iridium or any of its respective predecessor entities is a line party to or bound by as of businessthe date such Member became a Member (the Effective Date, division the A&R Effective Date or unit of a larger entity that competes with the Company as long Third A&R Effective Date, as the Executive’s activities for such line of businesscase may be); provided, division or unit do not involve work by further, however, that notwithstanding anything to the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoingcontrary set forth herein, nothing in this Section 7(c5.9 shall be deemed to restrict or prohibit any Additional Investor or its respective Additional Investors Subsidiary from, directly or indirectly, (i) engaging in any activities pursuant to any agreement, contract or other arrangement which such Additional Investor, its respective Additional Investors Subsidiary or any of their respective predecessor entities is a party to or bound by as of the date such Member became a Member (the Effective Date, the A&R Effective Date or the Third A&R Effective Date, as the case may be), or (ii) own, acquire, use and sell air traffic control surveillance data from radar, ADS-B and other technologies. For the purpose of this Section 5.9 it is agreed that any surveillance system that is not satellite-based shall not be enforceable during deemed as competing with the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementAireon business.

Noncompetition. The Executive acknowledges (a) Each of the Seller and Westinghouse agrees that for a period of five (5) years after the Closing Date (the "RESTRICTED PERIOD"), it shall not anywhere in consideration and the world either directly or indirectly (whether through its Affiliates, as a condition of the Executive’s employment by the Company and in exchange forshareholder, among other thingspartner or consultant or otherwise) promote, the benefits contained in this Agreementmarket, sell, license, own, operate, finance or otherwise commercialize or engage in, or solicit or negotiate to engage in, any business to volume reduce, recycle or otherwise treat or process IER Feedstocks, including without limitation any processing using gasification, plasma, vitrification, incineration, metal melting, CEP or any similar or comparable technologies; PROVIDED THAT the opportunity provisions of this paragraph (a) shall not restrict the Seller or Westinghouse, directly or indirectly, from engaging, soliciting or negotiating to receive enhanced post-employment severance benefitsengage in the handling or other preprocessing of IER Feedstocks in anticipation of, but not to include, their burial, destruction, recycling or other final processing. Without limiting their obligations under Section 9.2, nothing in this paragraph (a) shall prohibit Westinghouse or the Seller from retaining any third party to provide any of the services referred to in this paragraph (a) if such activities are provided ancillary to other services provided by Westinghouse or the Seller, as applicable. (b) The Seller agrees that during the Restricted Period it shall not, at any operating commercial nuclear power plant anywhere in the world, engage, either directly or indirectly (whether through its Affiliates, as a shareholder, partner or consultant or otherwise), in (i) the removal of water from Radioactive Waste accomplished primarily by physical means, 46 -40- for disposal without further treatment or processing of such Radioactive Waste or (ii) solidification of Radioactive Waste with a cement binder in preparation for disposal without further treatment or processing of such Radioactive Waste (the "SPECIFIED RESTRICTED PROCESSES"); PROVIDED THAT the provisions of this paragraph (b) shall not restrict the Seller, directly or indirectly, from (x) engaging in any treatment of Radioactive Waste performed before the Radioactive Waste is further treated in any process, other than the Specified Restricted Processes, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from Seller provides or will provide in the continuation future, (y) processing any Secondary Waste of the Executive’s employmentSeller or (z) either the removal of water from Radioactive Waste or solidification of Radioactive Waste with a cement binder, provided that the amount of Radioactive Waste processed at the request of any customer pursuant to this clause (z) is DE MINIMIS (i.e., not more than the equivalent of two 55-gallon drums over the life of the applicable contract), and such services are provided ancillary to other services provided by the Seller to the same customer. This paragraph (b) is not intended to apply to activities of Westinghouse or its Affiliates (other than the Seller or its Subsidiaries) unless Westinghouse or such Affiliates are performing such activities on behalf of the Seller. (c) The activities prohibited by paragraph (a) above are referred to herein as a "FIRST COMPETING ACTIVITY", the activities prohibited by paragraph (b) above are referred to herein as a "SECOND COMPETING ACTIVITY" and they are collectively referred to herein as the "COMPETING ACTIVITIES". (d) The restrictions set forth in paragraphs (a) and (b) above shall not restrict the Seller, Westinghouse or any of their respective Affiliates from performing their respective obligations pursuant to contracts with the United States of America or any agency thereof or any other domestic or foreign government or government agency or pursuant to any subcontracts, supply contracts or other similar contracts or other agreements entered into in connection with or under any such governmental contracts, subject to their respective obligations under Section 9.2. In addition, the restrictions set forth in paragraphs (a) and (b) above shall not prohibit the Seller or Westinghouse or any of their respective Affiliates from owning, directly or indirectly, less than five percent (5%) of any class of securities listed on a national securities exchange or traded publicly in the over-the-counter market of any corporation engaged in any Competing Activity. In addition, the restrictions set forth in paragraphs (a) and (b) above shall not prohibit the Seller or Westinghouse from performing their obligations under any Subcontract, or from entering into the arrangements contemplated by Section 7.19(d) with respect to any Non-Transferred Contract or, during the first nine months after the Closing, from performing 47 -41- any of the Assumable Services that the Buyer Sub elects not to perform pursuant to Section 7.18(a)(vi) or (b). (e) It is recognized by the parties hereto that damages for breaches of covenants of the nature contained in this Section 9.1 are difficult if not impossible precisely to prove; therefore, it is agreed that this Section 9.1 shall be enforceable by mandatory injunction, in addition to any other remedy available to the Buyer or the Buyer Sub under this Agreement or at law or equity. If any of the restrictions contained in this Section 9.1 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope or other provision hereof, then the parties hereto contemplate that the court shall reduce such extent, duration, geographical scope or other provision hereof and enforce this Section 9.1 in its reduced form for all purposes in the manner contemplated hereby. (f) If during the Restricted Period the Executive will not directly Seller transfers or indirectlyagrees to transfer any substantial portion of its assets to any third party or Westinghouse transfers or agrees to transfer (by sale, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer merger or otherwise, engage, participate ) all or invest in any Competing Business anywhere in substantially all of the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of Seller's capital stock (or other interests) of to any corporation (or other entity) not exceeding 2% of third party, as a condition precedent to such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes transfer Westinghouse and the Seller shall cause the transferee to agree in writing with the Company as long as Buyer and the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive Buyer Sub to comply with the Company’s business. Notwithstanding Seller's obligations under Section 9.1(a) and Section 9.2 for the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion remainder of the Restricted Period. During However, in the event Westinghouse sells the capital stock of the Seller or the Seller sells all or substantially all of its assets to a third party (the "SEG SUCCESSOR"), during the remainder of the Restricted Period Executive the geographic scope of the non-competition obligation set forth in paragraph (a) above for the SEG Successor (and, in the event of a stock transfer or merger in which the Seller survives, the Seller) will promptly (be reduced to North America and immediately upon request) notify the Company SEG Successor will not be required to divest or shut down any existing operations in North America; PROVIDED, HOWEVER, that any expansion of any change First Competing Activity (which for purposes hereof shall mean either (x) any increase in address and each subsequent employer total design capacity for processing of IER Feedstocks or business activity including (y) any increase in the name and address design radiation level of employer the IER Feedstocks to be processed) by the Seller or other postthe SEG Successor would be subject to the non-Company plans and the nature of Executive’s activitiescompetition obligation set forth in paragraph (a) above. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall Any SEG Successor would not be subject to the non-competition obligation set forth in addition toparagraph (b) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementabove.

Noncompetition. The Executive acknowledges As an inducement for Parent to enter into the PIMI Agreement and agrees that in consideration the STPI Agreement and as additional consideration to Parent in exchange for the consideration paid to Shareholder under the PIMI Agreement and the STPI Agreement, Shareholder agrees that: (a) For a condition period of five (5) years after the Closing within the states in which the Parent or any of its Subsidiaries transacts, or reasonably expects to transact, business, without the express consent of the Executive’s Parent or the Surviving Corporations: (i) Except with respect to his employment by the Company Parent and in exchange forownership of Parent Stock, among other thingsShareholder will not, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any Competing Business anywhere manner connected with, lend Shareholder's name or any similar name to, lend Shareholder's credit to, or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Parent as of the date of the termination of his employment with the Parent; provided, however, that Shareholder may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the world. For purposes hereof, activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization Securities Exchange Act of gene editing technology for human therapeutics1934. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow Shareholder shall not be deemed restricted with respect to prohibit the Executive from retail and wholesale business of selling, renting and leasing commercial refrigeration equipment, including ice machines and ice merchandisers (i) acquiringbut specifically excluding systems which make, solely as an investmentbag and merchandise packaged ice). Shareholder agrees that this covenant is reasonable with respect to its duration, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)geographical area, or and scope. (ii) working Shareholder will not, directly or indirectly, either for a line of businesshimself or any other Person, division or unit of a larger entity that competes with the Company except in his capacity as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion officer of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment Parent or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion either of the Restricted PeriodSurviving Corporations, (A) solicit or attempt to solicit any employee of Parent in attempt to encourage the Company shall pay employee to leave the Executive at the rate employ of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment Parent, (the “Garden Leave Pay”B) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of in any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult way interfere with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.the

Noncompetition. The Executive acknowledges and agrees that in consideration and as (a) For a condition period of twenty-four (24) months after EMPLOYEE is no longer employed (for any reason whatsoever) by GRACE, EMPLOYEE will not, without the Executive’s employment by the Company and in exchange forprior written consent of an authorized officer of GRACE, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (directly or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), indirectly engage in or (ii) working for assist or have any active interest in (whether as a line proprietor, partner, stockholder, officer, director or any type of business, division or unit principal whatsoever (provided that ownership of not more than two (2) percent of the outstanding stock of a larger corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest) or (iii) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any product that competes with or is similar to any product manufactured, sold or under development by GRACE at any time while EMPLOYEE was employed by GRACE, in any area of the Company as long as world in which such product is, at the Executive’s activities for such line of businesstime EMPLOYEE ceases to be employed, division manufactured or unit do not involve work sold by GRACE, provided that this restriction shall apply only with respect to the Executive on matters that are directly competitive products with the Company’s business. Notwithstanding the foregoingwhose development, this Section 7(c) shall not be enforceable manufacture, or sale EMPLOYEE was concerned or connected in any way during the posttwenty-employment portion four (24) month period immediately prior to EMPLOYEE’s ceasing to be an employee of GRACE. (b) EMPLOYEE hereby acknowledges and confirms that the business of GRACE extends throughout substantial areas of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Periodworld. During the Restricted Period Executive will promptly (course of EMPLOYEE’s employment with GRACE, EMPLOYEE’s involvement with the business of GRACE may vary as to products and immediately upon request) notify geographic area. It is GRACE’s practice to enforce this noncompetition covenant only to the Company extent necessary to protect GRACE’s legitimate interests commensurate with EMPLOYEE’s involvement with the business of any change in address GRACE during EMPLOYEE’s employment, and each subsequent employer or business activity including the name EMPOYEE acknowledges and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment confirms that GRACE may enforce this noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult covenant consistent with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementsuch practice.

Noncompetition. The (i) Executive acknowledges and agrees that: (A) Executive’s services pursuant to this Agreement are unique and extraordinary, and that Executive will have access to and control of Confidential Information of HCPI which is vital to the success of HCPI’s business, (B) because of Executive’s knowledge of HCPI’s Confidential Information it is unlikely that Executive could work for a Competitor of HCPI (as defined below) without divulging such Confidential Information; and (C) the business of HCPI is national in scope and cannot be confined to any particular geographic area of the United States. (ii) For the foregoing reasons, and in consideration for the payments and as a condition of the Executive’s employment benefits offered by the Company and in exchange for, among other things, the benefits contained in HCPI under this Agreement, including without limitation Executive hereby agrees to the opportunity to receive enhanced post-employment severance benefits, which following: A. During the Executive acknowledges Employment Period and agrees is fair and reasonable consideration that is independent from the continuation of the for a twelve (12) month period commencing with Executive’s employmentDate of Termination (collectively, during the Restricted Period the “Covenant Period”), Executive will not shall not, either on his own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest engage in any Competing Business anywhere activity with a competitor of HCPI in the world. For purposes hereofhealth care real estate acquisition, the term development, management, investment or financing industry (a “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeuticsCompetitor”). Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall the parties agree that Executive will serve as a Governor and Chief Manager of MedCap Holding IX L.L.C. for the purpose of owning the Sparks properties in Arkansas with intention of selling the same, oversight of that certain Swap Agreement with Wachovia and certain interest rate caps, and other limited business activities related to post closing adjustments and claims and other matters directly related to the foregoing and that such service will not be deemed to prohibit be a violation of the Executive from (i) acquiring, solely as an investment, shares of capital stock (or foregoing. B. Eligibility for Severance Payments and other interests) of any corporation (or other entity) not exceeding 2% of such corporationbenefits under this Agreement is contingent upon Executive’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes agreement and compliance with the Company covenant as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth stated in this Section 7(c6(b). If Section 7(c) No further payments or eligibility for benefits continuation will be available to Executive if Executive violates the covenants stated herein, and Executive shall be required to repay any Severance Payments and benefits previously provided by HCPI, in addition to any other remedies that HCPI may have. C. It is enforced during the post-employment portion a specific condition of the Restricted Period, the Company this Agreement that Executive shall pay the advise in writing any person or entity whom a reasonable person would believe to be a Competitor and with whom Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day is contemplating entering into a business relationship of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (Agreement and shall not be in addition to) any other pay that the Executive may be entitled specifically to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions disclose all covenants contained in this Section 7(c) prior 6. It is also a specific condition of this Agreement that so long as Executive is receiving any Severance Payments or benefits under this Agreement with respect to executing any type of termination, Executive shall be obligated to immediately notify HCPI as to the specifics of any new position or business venture that Executive is planning to commence as an employee or consultant or otherwise, and to take affirmative steps to assure HCPI that Executive will not divulge any of HCPI’s Confidential Information or otherwise violate the covenants in this AgreementSection 6 in such position or business venture.

Noncompetition. Except as otherwise consented to or approved in writing by Buyer, the Seller and the Shareholders agree that for a period of sixty (60) months following the Effective Date, such party will not, directly or indirectly, acting alone or as a member of a partnership or a holder of, or investor in 5% or more of any security of any class of any corporation or other business entity (i) in the States of Michigan, Indiana, Ohio, Pennsylvania, West Virginia or New York engage in the Businesses of Seller as it existed on or before the Effective Date or own, perform or operate oil and gas workover rigs or drilling rigs; (ii) request any present customers or suppliers of the Seller or Buyer (or any affiliate of Buyer) to curtail or cancel their business with Buyer (or any of Buyers affiliates); (iii) disclose to any person, firm or corporation any trade, technical or technological secrets of Buyer (or any of Buyers affiliates) or of the Seller or any details of their organization or business affairs which constitute confidential information or (iv) induce or actively attempt to influence any employee of Buyer (or any of Buyers affiliates) to terminate his employment. The Executive acknowledges Seller and agrees the Shareholders agree that if either the length of time or geographical as set forth in this Section 4.1 is deemed too restrictive in any court proceeding, the court may reduce such restrictions to those which it deems reasonable under the circumstances. The obligations expressed in this Section 4.1 are in addition to any other obligations that the Seller or the Shareholders may have under the laws of any state requiring a corporation selling its assets (or a shareholders of such corporation) to limit its activities so that the goodwill and business relations being transferred with such assets will not be materially impaired. The Seller and the Shareholders further agree and acknowledge that Buyer does not have any adequate remedy at law for the breach or threatened breach by the Seller or the Shareholders of the covenants contained in this Section 4.1, and agree that Buyer may, in addition to the other remedies which may be available to it hereunder, file a suit in equity to enjoin the Seller or the Shareholders from such breach or threatened breach. If any provisions of this Section 4.1 are held to be invalid or against public policy, the remaining provisions shall not be affected thereby. The Seller and the Shareholders acknowledge that the covenants set forth in this Section 4.1 are being executed and delivered by such party in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits covenants of Buyer contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair for other good and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereofvaluable consideration, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization receipt of gene editing technology for human therapeuticswhich is hereby acknowledged. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or any other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and provision Shareholder-1 shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion violation of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.4.1 if he performs those services identified as permissible activity for Shareholder-1 in Section 4.1 of a certain Asset Purchase Agreement dated December 2, 1997, between the Buyer, and others, and White Rhino Drilling, Inc. and Shareholder-1 in his role as the sole shareholder of White Rhino Drilling, Inc.

Noncompetition. The Executive acknowledges (i) For a period of three years after the Initial Closing, K&S and agrees that in consideration Seller Group shall not, and as a condition of the Executive’s employment by the Company and in exchange forshall cause their respective subsidiaries not to, among other thingsengage, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether including as an owner, member, manager, partner, shareholder, directoradvisor or consultant, in any business that competes anywhere in the world with the Business as conducted on the Initial Closing Date (“Restricted Wafer Business”). The foregoing shall not limit or otherwise restrict (x) any acquisition by K&S or its subsidiaries of any Person even if such Person is engaged in the Restricted Wafer Business so long as the revenue of the Restricted Wafer Business does not constitute more than 10% of the revenues of such Person, or if the Restricted Wafer Business does constitute more than 10% of such revenues, K&S disposes of such Restricted Wafer Business within 9 months of the acquisition, or (y) the sale of a controlling interest in K&S or any of its assets to any Person engaged in the Restricted Wafer Business. (ii) For a period of three years after the Initial Closing, Purchaser shall not, and Purchaser shall cause its subsidiaries not to, engage, directly or indirectly, including as an owner, member, manager, partner, shareholder, advisor or consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the worlddesign, manufacture, servicing or marketing of capital equipment or packaging materials used to assemble semiconductor devices (“Restricted K&S Business”). For purposes hereof, the term “Competing Business” The foregoing shall mean not limit or otherwise restrict (x) any entity acquisition by Purchaser or its subsidiaries of any Person even if such Person is engaged in the discoveryRestricted K&S Business so long as the revenue of the Restricted K&S Business does not constitute more than 10% of the revenues of such Person, development or commercialization of gene editing technology for human therapeutics. Notwithstanding if the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2Restricted K&S Business does constitute more than 10% of such corporation’s (or other entity’s) then outstanding shares revenues, Purchaser disposes of capital stock (or equity interest)such Restricted K&S Business within 9 months of the acquisition, or (iiy) working for a line of business, division or unit the sale of a larger entity that competes with the Company as long as the Executive’s activities for such line controlling interest in Purchaser or any of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of its assets to any Person engaged in the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementK&S Business.

Noncompetition. The Executive acknowledges For a period of five (5) years after the date of this Agreement (the “Restricted Period”), Seller shall not, and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange forSeller shall cause its Subsidiaries not to, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as ownerown, partnermanage, shareholdercontrol, directoroperate or engage in, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing manner, any aspect of the Divested Business anywhere in the world. For purposes hereofUnited States or serve as a distributor, dealer, reseller or sales representative with respect to carry deck cranes or boom trucks, in each case, with a capacity of 20 tons or less (collectively, the term “Competing Divested Competitive Business” shall mean ”) including owning any security in any entity engaged in the discoveryDivested Competitive Business; provided, development however, that, the foregoing shall not prohibit the ownership of less than 5.0% of the securities of any corporation or commercialization of gene editing technology for human therapeuticsother entity that is listed 27861141 4846-3647-0232.10 on a national securities exchange. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow in this Section 1 shall be deemed to prohibit the Executive Seller or its Subsidiaries from (ia) acquiringacquiring for purposes of leasing, solely as an investmentleasing, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% and then disposing of such corporation’s previously leased, carry deck cranes and boom trucks, in each case, with a capacity of 20 tons or less, so long as neither Seller nor any of its Subsidiaries serve as a distributor, dealer, reseller or sales representative with respect thereto (or the “Specified Permitted Divested Business”), (b) continuing to engage in its business (other entity’sthan a Divested Competitive Business) then outstanding shares of capital stock (or equity interest)as conducted prior to the date hereof, or (iic) working for a line of business, division directly or unit of a larger indirectly (x) acquiring an entity that competes with the Company as operates a Divested Competitive Business so long as such entity has not, on average over the Executive’s activities for past three years (determined based on the three most recent available annual financial statements of such line of businessentity), division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50derived more than 25% of its annual gross revenue from operating the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment Divested Competitive Business (the “Garden Leave PaySeller After Acquired Business”) during the post-employment portion and (y) operating and disposing of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion Divested Competitive Business of the Restricted Period. The Executive acknowledges having been advised by the Company Seller After Acquired Business; provided that Seller and its Subsidiaries shall dispose or otherwise cease their operation of the right to consult with counsel regarding Divested Competitive Business (other than the noncompetition restrictions contained in this Section 7(cSpecified Permitted Divested Business) prior to executing this Agreementof the Seller After Acquired Business within eighteen (18) months of the date of the acquisition of the Seller After Acquired Business.

Noncompetition. The following noncompetition provisions shall apply: (i) The Executive acknowledges and agrees shall not, at any time during his employment with the Company or the twelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board, directly or indirectly engage in any activity that the Board, in consideration and the exercise of its reasonable business judgment, determines is competitive with the Company’s business whether alone, as a condition partner of any partnership or joint venture, or as an officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the immediately foregoing sentence, the Executive shall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, and the Board shall respond to the Executive in writing within 10 calendar days indicating its approval or objections to the Executive’s employment by engagement in the Company activity; provided, however, that if the Board (or its representative) does not respond to or request additional information from the Executive within such ten (10) day period the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of his intended activity in advance, the Board shall retain all its rights of objections. Notwithstanding the preceding provisions of this subsection (a)(i), this subsection (a)(i) shall not be construed as preventing the Executive from investing his personal -9- assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation of the affairs of the business in which such investments are made, but only if the Executive does not own or control five percent (5%) or more of any class of the outstanding stock, or of any profits interest or capital interest (as applicable), of such business. (ii) The payments, benefits, and other entitlements under this Agreement are being made in exchange forconsideration of, among other things, the benefits contained obligations of this Section 5 and, in particular, compliance with Section 5(a) of this Agreement; provided, including without limitation the opportunity to receive enhanced post-employment severance however, that all such payments, benefits, which or other entitlements under the Executive acknowledges Agreement are subject to and agrees is fair and reasonable consideration that is independent from the continuation of conditioned upon the Executive’s employmententering into the Release and Agreement referred to in Section 6(i) of this Agreement. (iii) During the twenty-four (24) month period commencing on the day immediately following the Termination Date, during the Restricted Period the Executive will shall not directly (A) influence or indirectlyattempt to influence any person, whether as ownerfirm, partnerassociation, shareholderpartnership, directorcorporation, manageror other entity that is a contracting party with the Company to terminate any written agreement with the Company, consultantexcept to the extent the Executive is acting on behalf of the Company in good faith, agentor (B) hire or attempt to hire for employment any person who is employed by the Company, employeeor attempt to influence any such person to terminate employment with the Company, co-venturer or otherwiseexcept to the extent the Executive is acting on behalf of the Company in good faith; provided, engagehowever, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” that nothing herein shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (generally advertising for personnel not specifically targeting any executive or other interestspersonnel of the Company. (iv) During the Term of Employment and for the twenty-four (24) month period immediately thereafter, the Executive shall not publicly criticize or disparage the Company, any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)Related Company, or (ii) working for a line any director, officer, executive, or agent of business, division or unit of a larger entity that competes with the Company or any Related Company, except as long as may be required by law. (v) During the Executive’s activities Term of Employment and for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(ctwenty-four (24) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Periodmonth period immediately thereafter, the Company shall pay not issue any defamatory statements about the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.

Noncompetition. THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive acknowledges and agrees that in consideration and as a condition the course of the Executive’s 's employment by with the Company and in exchange for, among other thingsits Affiliates and their predecessors, the benefits contained Executive has and will continue to become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive's services will be of special, unique and extraordinary value to the Company and its Affiliates and that the Company's ability to accomplish its purposes and to successfully pursue its business plan and compete in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which marketplace depends substantially on the Executive acknowledges skills and agrees is fair and reasonable consideration that is independent from the continuation expertise of the Executive’s employment. Therefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Restricted Employment Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working and for a line period of business, division or unit twelve months following the Executive's termination of a larger entity that competes employment with the Company as long as the Executive’s activities for such line any reason other than a termination of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this employment in which Section 7(c9(d) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive hereof applies (in which case the restrictions set forth in this Section 7(c10 shall not apply) (the "Restricted Period"). If Section 7(c) is enforced during , the post-employment portion Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Restricted PeriodCompany or its Affiliates, in any country where the Company shall pay the Executive at the rate of 50% or its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent of the highest annualized base salary paid to the Executive within the two year period preceding the last day voting equity of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or a business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementprohibited hereby.

Noncompetition. The Executive acknowledges Each Seller agrees that, for a period commencing on the Closing Date and agrees that in consideration and as a condition terminating on the three (3) year anniversary of the Executive’s employment by the Company and in exchange forClosing Date, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive it will not directly directly, or indirectlyindirectly through any of its Affiliates, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest engage in any Competing Business business anywhere in the world. For purposes hereofUnited States or Canada in direct competition with the Bars Business, as conducted by the term Sellers immediately prior to the Closing (a “Competing Business” shall mean any entity engaged in the discovery”); provided, development or commercialization of gene editing technology for human therapeutics. Notwithstanding that notwithstanding the foregoing, nothing contained hereinabove or hereinbelow no Seller shall be deemed to prohibit the Executive prohibited from (i) acquiring, solely as an investment, shares ownership of capital stock less than five percent (or other interests5%) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then the outstanding shares of capital stock (debt or equity interest), securities of any Person engaged in a Competing Business; or (ii) working the acquisition (by asset purchase, stock purchase, merger, consolidation or otherwise) by such Seller of the stock, business or assets of any Person that at the time of such acquisition is engaged in a Competing Business (an “Acquired Competing Business”), and the continuation of such Acquired Competing Business following such acquisition, provided that so long as such Acquired Competing Business generated no more than twenty-five percent (25%) of the net revenues of the combined businesses that are being acquired as part of the same transaction or related transactions in which such Acquired Competing Business is being acquired. Such percentage shall be measured over the last twelve (12) months for a line which such financial data are available prior to the execution of businessthe definitive agreement for such acquisition. In the event of (A) the acquisition by any Person of more than 50% of the voting securities of TreeHouse, division or unit (B) the consummation of a larger entity merger, consolidation or reorganization, the result of which is that competes with the Company as long as shareholders of TreeHouse immediately prior to the Executive’s activities for such line of businessmerger, division consolidation or unit reorganization do not involve work by own or control immediately after the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoingmerger, this Section 7(c) shall not be enforceable during the post-employment portion consolidation or reorganization at least 50% of the Restricted Period if value of the Executive is terminated by outstanding equity or combined voting power of the Company without Causethen outstanding voting securities of TreeHouse, is laid off from employment or if (C) a sale or other disposition (in one transaction or a series of related transactions) of all or substantially all of the Company elects to waive assets of TreeHouse and its subsidiaries (taken as a whole), then the restrictions covenants set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion 7.7.2 shall terminate and be of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer no further force or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementeffect.

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition Until two years after termination of the ExecutiveEmployee’s employment by the Company and in exchange forhereunder, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive Employee will not (i) engage directly or indirectly, whether alone or as ownera shareholder, partner, shareholderofficer, director, manageremployee or consultant of any other business organization, consultantin any business activities which (A) relate to the acquisition, agentconsolidation or management of a hearing aid or hearing diagnostic business (the “Designated Industry”) and (B) were either conducted by the Company prior to Employee’s termination or proposed to be conducted by the Company at the time of such termination, (ii) divert to any competitor of the Company in the Designated Industry any customer of the Company, or (iii) solicit or encourage any officer, employee, co-venturer or otherwise, engage, participate consultant of the Company to leave its employ for employment by or invest in with any Competing Business anywhere competitor of the Company in the worldDesignated Industry. For purposes hereof, The parties hereto acknowledge that Employee’s noncompetition obligations hereunder will not preclude Employee from owning less than 2 % of the term “Competing Business” shall mean common stock of any entity engaged publicly traded corporation conducting business activities in the discovery, development or commercialization Designated Industry. Employee will continue to be bound by the provisions of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall this Section 10 until their expiration and will not be deemed entitled to prohibit the Executive any compensation from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as long as the Executive’s activities for such line to area, duration or scope of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoingactivity, this Section 7(c) shall not 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment court or if other body having jurisdiction over the Company elects to waive the restrictions set forth in matter; and Employee agrees that this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive 10 as so amended will promptly (be valid and immediately upon request) notify the Company of binding as though any change in address and each subsequent employer invalid or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election unenforceable provision had not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementincluded herein.

Noncompetition. The Executive (a) Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ covenants and agrees that it shall not engage in, and shall cause Seller’s Affiliates (excluding the Non-Restricted Affiliates) not to engage in, directly or indirectly, during the Production Period and for a period of one (1) year thereafter, the wholesale mortgage origination business in the states or other jurisdictions in which the Production Assets are located (as of the Closing Date) or from which Mortgage Loans were originated with the Production Assets on or prior to the Effective Date, including but not limited to serving as a consultant, shareholder or investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation). Seller further covenants and agrees that during the Production Period and for a period of one (1) year thereafter, Seller will not, and Seller shall cause its Affiliates (excluding the Non-Restricted Affiliates) not to, directly or indirectly, (i) hire any employee of Purchaser (including Hired Employees), (ii) solicit or induce, or attempt to solicit or induce, any employee of Purchaser (including Hired Employees) to terminate its employment or (iii) solicit or induce, or attempt to solicit or induce, any broker that has a business relationship with Purchaser (including brokers that had a business relationship with Seller prior to the Closing Date) to reduce the amount of business such broker conducts with Purchaser or terminate such business relationship. Notwithstanding anything in this Section 6.8 to the contrary, this covenant shall not prohibit or limit Seller or its Affiliates from engaging, currently or in the future, in the wholesale mortgage origination of WestWorks Loans in any geographic location. (b) Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6.8 are reasonable and are no broader than are necessary to protect the legitimate business interests of Purchaser. (c) Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acknowledges that breach of any of the provisions of this Section 6.8 will give rise to irreparable injury to Purchaser, inadequately compensable in damages. Accordingly, Purchaser shall be entitled to seek injunctive relief to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to seek specific performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other legal or equitable remedies which may be available. Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Purchaser further acknowledges and agrees that the enforcement of a remedy hereunder by way of injunction shall not prevent it from earning a reasonable livelihood. Each of Seller, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Purchaser further acknowledges and agrees that the covenants contained herein are necessary for the protection of Purchaser’s legitimate business interests and are reasonable in consideration scope and as a condition content. (d) Purchaser and each of Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agree and stipulate that the Executive’s employment by the Company agreements and in exchange for, among other things, the benefits covenants contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is Section 6.8 are fair and reasonable consideration that is independent from the continuation in light of all of the Executive’s employmentfacts and circumstances of the relationship between Purchaser and each of Seller, during ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, however, Purchaser, Seller, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of the Restricted Period the Executive will not directly or indirectlyprovisions of Section 6.8, whether as ownerPurchaser, partnerSeller, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agree that in the world. For purposes hereofevent a court should decline to enforce the provisions of this Section 6.8, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow that this Section 6.8 shall be deemed to prohibit be modified or reformed to restrict the Executive from (i) acquiringlimitations on competition with Purchaser to the maximum extent, solely as an investmentto time, shares geography and business scope, which the court shall find enforceable; provided, however, in no event shall the provisions of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall 6.8 be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay to be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant more restrictive to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions Seller, ▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as applicable, than those contained in this Section 7(c) prior to executing this Agreementherein.

Noncompetition. The Executive acknowledges Subject to the Closing, and as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, Company hereby covenants and agrees that for a period of five (5) years from the Closing Date (the "Noncompetition Term"), it will not, directly or indirectly: (i) engage in, continue in consideration or carry on any business which would be competitive with the Business as currently conducted by the Company or is substantially similar thereto, including owning or controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged, except that the Company shall be free to continue to sell industrial forgings and continue machining of forgings without violating this provision; (ii) consult with, advise or assist in any way, whether or not for consideration, any person, corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to the Business as a condition currently conducted by the Company including, but not limited to, advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance; (iii) hire, offer to hire, or solicit for employment any employee of Buyer, without the Executive’s prior consent of Buyer, until such person has been separated from employment by the Buyer for at least 2 calendar years; or (iv) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete or to commit any act which adversely affects the Purchased Assets acquired by Buyer hereunder; provided, however, that the foregoing shall not prohibit the ownership by Company of securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall be worldwide. The parties hereto agree and in exchange for, among other things, stipulate that the benefits agreements and covenants not to compete contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is Section 7.3. are fair and reasonable consideration that is independent from the continuation in light of all of the Executive’s employmentfacts and circumstances of the relationship between Buyer and Company; however, during Company and Buyer are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of the Restricted Period the Executive will not directly or indirectlyprovisions of this Section, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere Company and Buyer agree that in the world. For purposes event a court should decline to enforce the provisions hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeuticsthat this Section 7.3. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit be modified or reformed to restrict Company's competition with Buyer or its affiliated companies to the Executive from (i) acquiringmaximum extent, solely as to time, geography and business scope, which the court shall find enforceable; provided, however, in no event shall the provisions hereof be deemed to be more restrictive to Company than those contained herein. If, during any period within the Noncompetition Term, Company is not in compliance with the terms of Section 7.3., Buyer shall be entitled to, among any other remedies available hereunder, at law or in equity, compliance by Company with the terms of this Section 7.3. for an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% additional period equal to the period of such noncompliance. For purposes of the Agreement, the term "Noncompetition Term" shall also include this additional period. Company and Buyer hereby acknowledge that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 7.3. are reasonable and no broader than are necessary to protect the legitimate business interest of Buyer. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation’s (, firm or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division purchases all or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion part of the Restricted Period if Purchased Assets, but no such sale, assignment or transfer shall increase the Executive is terminated by term or the Company without Cause, is laid off from employment business or if the Company elects to waive the restrictions set forth in geographic scope of this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementcovenant.

Noncompetition. (a) The Executive acknowledges Sellers acknowledge and agrees agree that in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or the Wound Care Business is conducted and performed throughout the world; (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters and/or its Subsidiaries compete with other businesses that are directly competitive with or could be located in any jurisdiction in which the Company’s business. Notwithstanding Wound Care Business operates; (iii) the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion Buyers have required that each of the Restricted Period if Sellers and each Diagnostic Entity, make the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenants set forth in this Section 7(c). If 7.8 as a condition to the Buyers’ willingness to acquire the Company and its Subsidiaries pursuant to this Agreement and (iv) the provisions of this Section 7(c7.8 are reasonable and necessary to protect the goodwill of the Wound Care Business from and after the Closing. (b) is enforced Accordingly, in consideration of the promises contained herein, the consideration to be received by the Sellers pursuant to this Agreement for the sale of the goodwill of the Wound Care Business, and in consideration of and as an inducement to the Buyers to consummate the transactions contemplated by this Agreement, the Sellers covenant and agree, that during the post-employment portion period from and after the Closing Date until the earlier of (i) the third anniversary of the Restricted PeriodClosing, within the European Union or otherwise, the Company shall pay the Executive at the rate of 50% fifth anniversary of the highest annualized base salary paid Closing Date and (ii) the date the Diagnostic Entities, any entity to the Executive within the two year period preceding the last day of Executive’s employment which they transfer all or substantially all their assets, or any successor entity thereof is no longer controlled by, directly or indirectly, One Equity Partners III, L.P. or its Affiliates (the “Garden Leave PayNoncompete Period”), the Diagnostic Entities shall not, directly or indirectly: (i) engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend its name or any similar name to, lend its credit to or render services or advice to, any business whose services or activities compete in whole or in part with the services or activities of the Company and its Subsidiaries or the Wound Care Business in any jurisdiction where the Wound Care Business operates as such services or activities are conducted prior to the Closing; provided, however, that the Diagnostic Entities may purchase or otherwise acquire up to (but not more than) two percent (2%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national securities exchange. (c) Each of the Sellers and the Buyers agree that during the post-employment portion Noncompete Period, it shall not; (i) whether for its own account or the account of any other Person, (A) solicit, or assist in soliciting, employ, or otherwise engage as an employee, independent contractor or otherwise, any Person who: (x) is an employee of the Restricted Period. During Company or its Subsidiaries or the Restricted Period Executive will promptly U.S. Buyer or its Subsidiaries or of the Diagnostic Entities or Sellers, as applicable or (and immediately upon requesty) notify within the six months prior to any solicitations, employment or engagement, was an employee of the Company or its Subsidiaries or the U.S. Buyer or its Subsidiaries or of the Diagnostic Entities or the Sellers, as applicable; (B) in any manner induce or attempt to induce any employee of the Company or its Subsidiaries or the U.S. Buyer or its Subsidiaries or of the Diagnostic Entities or the Sellers, as applicable, to terminate such employment; or (C) interfere with the relationship of the Company or its Subsidiaries or the U.S. Buyer or its Subsidiaries or the Diagnostic Entities or Sellers, as applicable, with any Person, including any Person who at any time during the Noncompete Period was an employee, contractor, supplier or customer of the Company or its Subsidiaries or the U.S. Buyer or its Subsidiaries; or (ii) disparage the other parties hereto or any of their respective shareholders, directors, officers, employees, or agents. (d) If any covenant of any change Person in address this Section 7.8 is held to be unreasonable, arbitrary, or against public policy, such covenant shall be considered to be divisible with respect to scope, time and each subsequent employer geographic area, and such lesser scope, time or business activity including geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, shall be effective, binding and enforceable against such Person. (e) The period of time applicable to any covenant in this Section 7.8 shall be extended by the name and address duration of employer or other post-Company plans any breach by any Person of such covenant. Each of the Sellers and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay Buyers acknowledges and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions covenants contained in this Section 7(c7.8 are reasonable and necessary to protect the business and interests of the Company, its Subsidiaries, the Buyers, the Sellers and their respective Affiliates and that any breach of these covenants would cause substantial irreparable injury. Accordingly, each of the Sellers and the Buyers agrees that a remedy at law for any breach of the foregoing covenants would be inadequate and that the Sellers, the Company and each of the Buyers, in addition to any other remedies available, shall be entitled to obtain preliminary and permanent injunctive relief to secure specific performance of such covenants and to prevent a breach or contemplated breach of such covenants without the necessity of proving actual damage. (f) prior For the avoidance of doubt, (A) no provision in this Section 7.8 shall prevent (i) the Diagnostic Entities from selling or marketing the products and services of the Diagnostics Business to executing this Agreementany Person whose services or activities compete in whole or in part with the services or activities of the Buyers, the Company and its Subsidiaries or the Wound Care Business or (ii) each of Er▇▇▇▇ ▇▇▇▇▇▇, He▇▇▇ ▇▇▇▇▇▇, Da▇▇▇ ▇▇▇▇▇▇ ▇nd Ra▇ ▇▇▇▇▇▇ ▇rom assisting with and consulting with the Diagnostic Entities in connection with the sale or transfer of the Diagnostics Business and (B) the provision of Section 7.8(b) shall not be applicable to One Equity Partners III, L.P. or its Affiliates (other than the Sellers and the Diagnostics Entities) or to any director of the Sellers, the Diagnostic Entities or their respective Affiliates.

Noncompetition. The following noncompetition provisions shall apply: (i) The Executive acknowledges and agrees shall not, at any time during his employment with the Company or the twelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board, directly or indirectly engage in any activity that the Board, in consideration and the exercise of its reasonable business judgment, determines is competitive with the Company’s business whether alone, as a condition partner of any partnership or joint venture, or as an officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the immediately foregoing sentence, the Executive shall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, and the Board shall respond to the Executive in writing within 10 calendar days indicating its approval or objections to the Executive’s employment by engagement in the Company activity; provided, however, that if the Board (or its representative) does not respond to or request additional information from the Executive within such ten (10) day period the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of his intended activity in advance, the Board shall retain all its rights of objections. Notwithstanding the preceding provisions of this subsection (a)(i), this subsection (a)(i) shall not be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation of the affairs of the business in which such investments are made, but only if the Executive does not own or control five percent (5%) or more of any class of the outstanding stock, or of any profits interest or capital interest (as applicable), of such business. (ii) The payments, benefits, and other entitlements under this Agreement are being made in exchange forconsideration of, among other things, the benefits contained obligations of this Section 5 and, in particular, compliance with Section 5(a) of this Agreement; provided, including without limitation the opportunity to receive enhanced post-employment severance however, that all such payments, benefits, which or other entitlements under the Executive acknowledges Agreement are subject to and agrees is fair and reasonable consideration that is independent from the continuation of conditioned upon the Executive’s employmententering into the Release and Agreement referred to in Section 6(i) of this Agreement. (iii) During the twenty-four (24) month period commencing on the day immediately following the Termination Date, during the Restricted Period the Executive will shall not directly (A) influence or indirectlyattempt to influence any person, whether as ownerfirm, partnerassociation, shareholderpartnership, directorcorporation, manageror other entity that is a contracting party with the Company to terminate any written agreement with the Company, consultantexcept to the extent the Executive is acting on behalf of the Company in good faith, agentor (B) hire or attempt to hire for employment any person who is employed by the Company, employeeor attempt to influence any such person to terminate employment with the Company, co-venturer or otherwiseexcept to the extent the Executive is acting on behalf of the Company in good faith; provided, engagehowever, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” that nothing herein shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (generally advertising for personnel not specifically targeting any executive or other interestspersonnel of the Company. (iv) During the Term of Employment and for the twenty-four (24) month period immediately thereafter, the Executive shall not publicly criticize or disparage the Company, any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)Related Company, or (ii) working for a line any director, officer, executive, or agent of business, division or unit of a larger entity that competes with the Company or any Related Company, except as long as may be required by law. (v) During the Executive’s activities Term of Employment and for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(ctwenty-four (24) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Periodmonth period immediately thereafter, the Company shall pay not issue any defamatory statements about the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.

Noncompetition. The Executive acknowledges Raytheon agrees, on behalf of Raytheon and agrees the Affiliates of Raytheon (excluding independently trusteed benefit plans, the "Raytheon Group"), that for a period of three (3) years after the date hereof (the "Restricted Period"), no member of the Raytheon Group will engage directly or indirectly in consideration and competition with the Company, whether individually or as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as ownerconsultant, partner, shareholderowner or stockholder of an Entity, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, business of selling silicon semiconductor devices manufactured or sold by the term “Competing Semiconductor Division Business or the Company (the "Restricted Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics"). Notwithstanding the foregoing, nothing contained hereinabove herein shall prohibit any member of the Raytheon Group from (a) owning, directly or hereinbelow indirectly, less than ten percent (10%) of any class of securities listed on a national securities exchange or traded publicly in the over-the-counter market, (b) directly or indirectly acquiring a business which engages in the Restricted Business if such business is twenty percent (20%) or less (measured by net revenues) of a larger business acquired by a member of the Raytheon Group, provided that Raytheon shall be deemed not make any Raytheon Licensed IP available to prohibit such business, (c) acquiring a business which engages in the Executive from Restricted Business if such business is more than twenty percent (20%) but less than fifty percent (50%) (measured by net revenues) of a larger business acquired by a member of the Raytheon Group, provided that (i) acquiring, solely as an investment, shares such member of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of the Raytheon Group places such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or competitive business for sale promptly after its acquisition and uses commercially reasonable efforts to complete such sale within the Restricted Period and (ii) working for a line of Raytheon shall not make any Raytheon Licensed IP available to such business, division or unit (d) continuing to produce and sell those products now being produced and sold by members of a larger entity the Raytheon Group (including within the foregoing all products that competes with were under development as of the Company as long as the Executive’s activities for such line of businessdate hereof), division or unit do not involve work except those silicon semiconductor devices that have substantially similar specifications to those manufactured by the Executive on matters that are directly competitive Company, and (e) continuing any business acquired in connection with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion Raytheon's acquisition of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion defense industry businesses of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (Texas Instruments Incorporated and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement▇▇▇▇▇▇ Electronics Corporation.

Noncompetition. The Executive acknowledges For so long as a Member is a member of the Company, and for one (1) year thereafter, each Member on behalf of itself and its Affiliates hereby covenants and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange forit will not, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest engage in any Competing Business anywhere direct competition with the Company in the world. For purposes hereof, the Company’s “court and commercial newspaper” business (as that term “Competing Business” shall mean any entity engaged is commonly understood in the discoveryindustry) within the State of Michigan (the “Territory”); provided, development however, that the foregoing restrictions shall not prohibit a Member or commercialization any of gene editing technology for human therapeuticsits Affiliates from owning less than five percent (5%) of any class of equity security in a publicly held company. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit (a) the Executive from Members acknowledge that (i) acquiringAmerican Servicing Corporation, solely as an investmenta Michigan corporation, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for ATI Holdings, Inc. (f/k/a line Attorneys Title, Inc.), a Michigan corporation, (iii) Network Title Solutions, LLC, a Michigan limited liability company, (iv) Warranty Title Agency, LLC, a Michigan limited liability company, and (v) Attorneys Title Agency, LLC, a Michigan limited liability company, are Affiliates of business, division or unit Legal Press and agree that the ownership and operation of a larger entity that competes with the Company as long as the Executive’s activities for such line those companies by an Affiliate of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) Legal Press shall not be enforceable during a violation by Legal Press of this Section 7.1; (b) the post-employment portion of the Restricted Period if the Executive is terminated by the Company without CauseMembers acknowledge that Michigan Lawyers Weekly, Inc., a Delaware corporation (“MLW”), is laid off from employment or if an Affiliate of D▇▇▇▇ and that American Processing Company, LLC, a Michigan limited liability company (“APC”), may become an Affiliate of D▇▇▇▇ and agree that the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion ownership and operation of the Restricted Period, the Company shall pay the Executive at the rate those companies by an Affiliate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and D▇▇▇▇ shall not be a violation by D▇▇▇▇ of this Section 7.1, except that D▇▇▇▇ agrees that MLW and APC will not publish foreclosure or public notices in addition tothe Territory; (c) any the provisions of this Section 7.1 shall not be binding on Legal Press or its Affiliates after December 31, 2015 if Legal Press has ceased to be a Member before that date; and (d) nothing in this Operating Agreement (or otherwise) will prohibit or affect the other pay that the Executive may be entitled to receive during the post-employment portion business operations of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementMembers or their respective Affiliates.

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition (a) Each of the Executive’s employment by Seller and the Company and in exchange forFoundation agrees that, among other thingsfor a period of five (5) years following the Initial Closing Date, neither the benefits contained in this AgreementSeller nor the Foundation may engage, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not either directly or indirectly, whether in owning, managing, operating, joining, controlling, being retained as ownera contractor or consultant by or on behalf of, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest participating in any Competing Business anywhere manner in the world. For purposes hereofownership, the term “Competing Business” shall mean management, operation or control of or to be connected in any entity manner with any Person which in any way, directly or indirectly, is engaged in any activity which is directly or indirectly competitive with the discoveryBuyer or any of its Affiliates, development except (i) for making, acquiring, servicing, holding and financing of Private Loans, (ii) as otherwise permitted or commercialization required pursuant to this Agreement, (iii) in the event that the Seller and/or the Foundation are required or permitted to retain or repurchase any FFELP Loan or (iv) in the event that it is necessary or advisable for the Foundation to purchase and hold any FFELP Loan incidental to the Foundation’s charitable mission, but in any event neither the Foundation nor any of gene editing technology for human therapeuticsits Affiliates shall hold or beneficially own FFELP Loans or interests therein having an aggregate outstanding principal balance in excess of $1.0 billion; provided, however, that any FFELP Loans that the Foundation or any of its Affiliates are required to repurchase pursuant to the terms of the Loan Purchase Agreements shall not be included in the $1.0 billion cap. Notwithstanding Without limiting the generality of the foregoing, nothing contained hereinabove neither the Seller nor the Foundation shall, and each of the Seller and Foundation shall cause their then current officers, directors, employees, and agents not to take any of the following actions on behalf of the Seller or hereinbelow shall be deemed to prohibit the Executive from Foundation (i) acquiringit being understood that such officers, solely as an investmentdirectors, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) employees and agents shall not be enforceable during restricted from taking any such action on their own behalf or on behalf of any entity other than the post-employment portion Seller or Foundation): contact any borrower, school or lender in order to originate, acquire, hold, service or finance any FFELP Loan. The parties acknowledge that a breach hereof will cause irreparable injury to the Buyer and that monetary damage would not provide an adequate remedy for such breach, and therefore the Buyer may elect to have this Section 9.6 specifically enforced by any court having equity jurisdiction. In the event either the Seller or the Foundation fails in any manner to observe the requirements of this Section 9.6, the Buyer shall be entitled to enforce such provisions through any remedy provided by Law, including but not limited to injunctive relief, and pursue such other remedies for relief which may be available pursuant to Law or this Agreement. (b) Should the Foundation seek to transfer ownership of any FFELP Loans, Buyer shall have a right of first refusal (on behalf of itself or one of its Affiliates) to purchase from the Foundation all such FFELP Loans on the terms and conditions of the Restricted Period proposed transfer. The Foundation shall give Buyer written notice of its intention to transfer ownership (the "Notice"), such Notice to include a description of the terms, prices and conditions upon which the Foundation proposes to transfer ownership. Buyer shall have fifteen (15) days from the date of receipt of such notice to elect to purchase said FFELP Loans by notifying the Foundation of its election within the fifteen (15) day period. If Buyer elects to purchase said loans, the closing of such purchase and sale shall take place within sixty (60) days (or as soon as otherwise mutually agreed) after the date of such election, on terms substantially comparable to those contained in the Loan Purchase Agreements. If Buyer does not elect to purchase the FFELP Loans, the Foundation may proceed with the proposed transfer of ownership, provided however, if the Executive is terminated by Foundation does not transfer such loans within one hundred eighty (180) days of the Company without Causedate they are offered to Buyer, is laid off from employment or if the Company elects to waive Foundation materially changes the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion terms and conditions of the Restricted Periodtransfer, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid loans must be reoffered to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall Buyer as provided above before they can be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementtransferred.

Noncompetition. The Executive acknowledges During the period commencing on the -------------- Closing Date and agrees that in consideration and as a condition continuing until the third annual anniversary of the Executive’s employment by Closing Date (the Company and in exchange for"NONCOMPETITION PERIOD"), among other thingsMallinckrodt shall not, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as ownerown, partnermanage, shareholder, director, manager, consultant, agent, employee, co-venturer operate or otherwise, engage, participate or invest in control any Competing Business business anywhere in the world. For purposes hereofworld which develops, manufactures and sells ingredients and compounds used primarily to provide flavor or taste in food and beverage products in competition with the term “Competing Business” Business conducted by the Companies on the date hereof (a "COMPETITIVE BUSINESS"); provided, however, that the foregoing covenant shall mean any entity engaged in the discoverynot prohibit, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoingbe interpreted as prohibiting, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive Mallinckrodt from (i) acquiringcontinuing in any line of business conducted by Mallinckrodt or any division or affiliate of Mallinckrodt (other than the Companies and F&F) on the date hereof, solely as an investment, shares regardless of capital stock (or other interests) of whether any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or business is a Competitive Business; (ii) working conducting research and development for, or manufacturing and selling raw materials to, a Competitive Business; (iii) developing, manufacturing or selling ingredients and compounds used in food and beverage products primarily for purposes other than to provide flavor or taste; (iv) entering into any relationship with a line person or entity not owned, managed, operated or controlled by Mallinckrodt for purposes unrelated to the business of businessdeveloping, division manufacturing or unit selling ingredients and compounds used primarily to provide flavor or taste in food and beverage products, regardless of whether such person or entity conducts a larger entity that competes with the Company as long as the Executive’s activities for Competitive Business; (v) making equity investments in publicly owned companies which conduct a Competitive Business, provided such line of business, division or unit investments do not involve work by confer upon Mallinckrodt more than 10% of the Executive on matters equity of such company; (vi) retaining or acquiring additional equity in Newco; or (vii) acquiring control of any person or entity which conducts a Competitive Business if Mallinckrodt commences, within six (6) months of such acquisition, transfer to a person or entity which is not an Affiliate of Mallinckrodt of that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated business of such person or entity as constitutes a Competitive Business upon terms and conditions and at a price determined by the Company without CauseMallinckrodt in its sole discretion, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementthereafter diligently pursues such transfer.

Noncompetition. The Executive acknowledges During the four (4) year period following the Closing Date, Seller shall not, and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange forshall not permit any Affiliate to, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere engage in the world. For purposes hereofbanking business on a de novo basis that is competitive with the Bank's current business within fifteen (15) miles of the Bank's current main office at 3322 South Oak Park Avenue, Berwyn, Illinois 60402-3407 (the term “Competing Business” shall mean "Main Off▇▇▇"); ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇bit Seller or any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive its Affiliates from (i) acquiring, solely as an investment, shares of capital stock holding less than five percent (or other interests5%) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then the outstanding shares of capital stock (or equity interest), or a publicly-held corporation; (ii) working conducting activities related to the Assigned Loans; (iii) pursuing the KMS Claims; (iv) engaging in the Indirect Lending Business in Illinois consistent with past practices; or (v) engaging in the banking business within 15 miles of the Bank's current Main Office as a result of a merger, acquisition, stock transaction, share exchange, or some other business combination or similar transaction, provided that Purchaser shall have the right, but not the obligation, subject to applicable regulatory approvals, for a line period of businesstwo (2) years from the Closing Date, division to purchase from Seller any such bank office or unit branch thereof located within eight (8) miles of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion any of the Restricted Period if Bank's three (3) locations which are the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects subject of this transaction at a purchase price mutually agreeable to waive the restrictions set forth in this Section 7(c)Seller and Purchaser. If Section 7(c) is enforced during the post-employment portion Seller and Purchaser have not mutually agreed upon a purchase price within 30 days of the Restricted Periodtransaction giving rise to this right, the Company parties shall pay select an investment banking firm to value such bank office or branch. Seller shall select three investment banking firms and Purchaser shall select a single firm from such list to perform the Executive at the rate of 50% valuation. The valuation shall be completed within 30 days. Upon completion of the highest annualized base salary paid to valuation, the Executive within investment banking firm shall provide a written determination of value which shall be binding on the two year period preceding parties and the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion fees of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay investment banking firm shall be deemed split evenly between Seller and Purchaser. Upon the election of Purchaser to purchase such bank office or branch, it shall promptly prepare a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay purchase agreement, which shall be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant reasonably acceptable to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementSeller, providing for a cash purchase price.

Noncompetition. The Executive acknowledges and agrees that in In consideration and as a condition of the Executive’s employment by mutual covenants provided for herein to the Company and in exchange for, among other things, Sellers at the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentClosing, during the Restricted Period period beginning on the Executive will Closing Date and ending on the second anniversary of the Closing Date (the "Noncompete Period"), the Sellers shall not, and shall not directly cause or indirectlypermit any of their Affiliates to, engage (whether as an owner, partner, shareholder, directoroperator, manager, consultant, agentadvisor, employee, co-venturer representative or otherwise, engage, participate ) directly or invest indirectly in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from business that (i) acquiring, solely competes with the Acquired Business as an investment, shares it is conducted as of capital stock the Closing Date (or other interestsa "Competing Activity") of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or and (ii) working for a line is located (including, without limitation, the presence of business, division an office or unit the presence of a larger entity that competes with consultants or other employees performing services except as set forth below) within the Company same greater metropolitan area as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion any office of the Acquired Business as of the Closing Date (the "Restricted Period if Geographic Area"). The Parties agree that the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)9.10(a) is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7(c9.10(a) is enforced during invalid or unenforceable, the post-employment portion Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Period. During time within which the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive judgment may be entitled to receive during the post-employment portion of the Restricted Periodappealed. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions Notwithstanding anything contained in this Section 7(c9.10(a), consultants or other employees of the Sellers shall be permitted to engage in Competing Activities in the Restricted Geographic Area if, and only if, (1) prior at any time there are no more than ten consultants or other employees of the Sellers engaging in Competing Activities for the Sellers' customers in the Restricted Geographic Area ("Competing Persons") and (2) each Competing Persons' Competing Activities in the Restricted Geographic Area for a customer of the Sellers are incidental to executing this Agreementthe aggregate performance of services by the Sellers for such customer.

Noncompetition. The Executive acknowledges and agrees that in In consideration and as a condition of the Executive’s employment payment by the Company Purchaser to -------------- Sellers of $150,000 (allocated among Sellers in the manner documented in the Schedule of Stockholders) (the "Noncompete Payment") and in exchange for, among other things, the benefits contained in this Agreement, including without limitation mutual covenants ------------------------ ------------------ provided for herein to Sellers at the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentClosing, during the Restricted Period period beginning on the Executive will not directly or indirectlyClosing Date and ending on the fifth anniversary of the Closing Date (the "Noncompete Period"), none of the Sellers shall engage (whether as an owner, partner------------------ operator, shareholdermanager, employee, officer, director, manager, consultant, agentadvisor, employee, co-venturer representative or otherwise, engage, participate ) directly or invest indirectly in any Competing Business anywhere business that the Company conducts as of the Closing Date in any geographic area in which the world. For purposes hereofCompany conducts its business as of the Closing Date, except as expressly permitted under any employment agreement with the term “Competing Business” Company executed at the Closing as contemplated hereunder; provided that ownership of less than 2% of the outstanding stock of any publicly-traded corporation shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall not be deemed to prohibit be engaging solely by reason thereof in any of its businesses. The parties hereto agree that the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)10.11 is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7(c10.11(a) is enforced during invalid or unenforceable, the post-employment portion Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Period. During time within which the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive judgment may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementappealed.

Noncompetition. The (a) Executive acknowledges that his relationship with Comdial and agrees that its affiliates will give him access to valuable confidential and proprietary information and expertise not generally known in consideration the industry in which Comdial and its affiliates are engaged (including information conceived, originated, discovered or developed by Executive) relating to the telecommuni- cations, telephone systems, computer telephony, and voice messaging products and businesses of Comdial and its affiliates (collectively, the "Business"), including, without limitation, the following: technical know-how; lists of previous, present and prospective venture partners, investors, and lenders; credit information; sources of supply; business plans, proposals and summaries; private processes, techniques and formulae; research and development activities and data; inventions; and other aspects of the affairs and business operations of Comdial and its affiliates as they exist on the date hereof (or as they may from time to time exist during the term of this Agreement). If used to the benefit of a company engaging in a business similar to the Business, such information would prejudice the interests of Comdial. (b) In view of the foregoing, as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in material inducement to Comdial to enter into this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and hereby agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentneither Executive nor any entity controlled by or otherwise affiliated with Executive shall, during the Restricted Employment Term and thereafter during the Post Employment Period the (defined in Section 7(c) of this Agreement), except for duties to be performed by Executive will not as an employee of Comdial, in any manner, directly or indirectly, whether as ownerown, partnermanage, shareholderoperate, directorcontrol, managerbe employed by, consultant, agent, employee, co-venturer or otherwise, engageconsult with, participate in or invest be connected in any Competing Business anywhere manner with the ownership, management, operation or control of any sole proprietorship, partnership, corporation or other entity (A) which competes with Comdial or any of its affiliates in the worlddevelopment, manufacture or sale of (1) voice messaging products or services, or (2) any other product or service as to which Executive was materially involved during the Employment Term, or (B) which calls upon, solicits, diverts or takes away any of the then existing customers or patrons of Comdial or any of its affiliates for the purpose of causing or attempting to cause any such person to purchase products sold or services rendered by Comdial or any of its affiliates from any person other than Comdial or its affiliates, or otherwise diverts or attempts to divert business from Comdial. Nothing contained in the foregoing sentence shall be construed as preventing Executive from owning, solely for passive investment, less than five percent (5%) of the stock of any entity registered on a recognized stock exchange. Executive agrees that the specified duration of the covenants set forth in this Section 7 shall be extended by and for the term of any period during which Executive is in violation of any such covenant. (c) For purposes hereofof this Section 7, the term “Competing Business” "Post Employment Period" shall mean any entity engaged in a period of time commencing as of the discovery, development or commercialization date the Employment Term expires and ending on the later to occur of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from following: (i) acquiring, solely as an investment, shares the fifth anniversary of capital stock (or other interests) the date of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)this Agreement, or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion second anniversary of the Restricted Period if date the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementEmployment Term expires.

Noncompetition. The Executive Employee acknowledges that, in addition to his access to and agrees that in consideration and as a condition possession of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentConfidential Information, during the Restricted Period Term he will acquire valuable experience and special training regarding LifeCare’s business and that the Executive knowledge, experience, and training he will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest acquire would enable him to injure LifeCare if he were to engage in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity business that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly is competitive with the Company’s businessbusiness of LifeCare. Notwithstanding the foregoingLifeCare agrees, this Section 7(c) shall not be enforceable during the post-employment portion in consideration of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive Employee’s acceptance of the restrictions set forth in this Section 7(c)Agreement, to grant the Employee access to trade secret and other Confidential Information of LifeCare and to LifeCare’s valuable business relations and goodwill. If Section 7(c) is enforced Therefore, Employee shall not, at any time during the postTerm and for the twelve (12) consecutive months immediately after the Termination Date, directly or indirectly (as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or manager or in any other individual or representative capacity), engage, invest, or participate in (i) any long-employment portion term acute care hospital business that is in direct competition with the business of LifeCare within a thirty (30) mile radius of any long-term acute care EMPLOYMENT AGREEMENT 7 hospital facility operated by LifeCare or its affiliates, subsidiaries or operating entities, or (ii) within 30 miles of any other healthcare business operated by LifeCare at the time of Employee’s Termination Date. (Employee shall not be prohibited, however, from owning, as a passive investor, less than five percent of the Restricted Period, publicly traded stock of any corporation engaged in a business competitive with that of LifeCare.) Employee represents that the Company shall pay the Executive at the rate of 50% enforcement of the highest annualized base salary paid restriction in this Article 7 would not be unduly burdensome to Employee and that, in order to induce LifeCare to enter into this Agreement (which contains various benefits to Employee and obligations of LifeCare with respect to Employee’s employment), Employee is willing and able to compete after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change Termination Date in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activitiesgeographical areas not prohibited by this Article 7. The Company’s election Parties agree that the restrictions in this Article 7 regarding scope of activity, duration, and geographic area are reasonable; however, if any court should determine that any of those restrictions is unenforceable, that restriction shall not to provide post-employment Garden Leave Pay thereby be terminated, but shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and amended to the Executive agrees that any Garden Leave Pay received pursuant extent required to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementrender it enforceable.

Noncompetition. The Executive acknowledges From and agrees that in consideration after the Effective Date and as a condition continuing for the longer of (i) 12 months following the expiration or termination of this Agreement or (ii) the remainder of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in Term of this Agreement, including Employee shall not without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation prior written consent of the Executive’s employmentBoard (w) become employed by, during the Restricted Period the Executive will not or undertake to work for, directly or indirectly, whether as owneran advisor, principal, agent, partner, shareholderofficer, director, manager, consultant, agent, employee, coshareholder, associate or consultant of or to, any person, partnership, corporation or other business entity which is a Major Competitor of Employer in the business of offering, promoting or syndicating to any person, including developers, investors, or project sponsors, low income housing tax credits under Section 42 of the Internal Revenue Code or the business of offering, promoting or providing financing for multifamily properties to any person, including the developers, sponsors and owners of such properties, (x) solicit any employee of Employer to change employment or (y) solicit for the purpose of offering, providing or syndicating low-venturer income housing tax credits or otherwiseoffering or providing multifamily debt financing, engageany client, participate customer or invest investor of Employer or any of its subsidiaries which closed (in any Competing Business anywhere in capacity) a tax credit or debt financing transaction with Employer or any of its subsidiaries during the worldthirty-six (36) months preceding Employee’s termination, or (z) disclose proprietary or confidential information of the Employer or its subsidiaries, including without limitation, tax, deal structuring, pricing, customer, client, revenue, expense, or other similar information; provided, however, if Employer terminates Employee without cause under Section 7(a)(i) or as a result of a disability under Section 7(a)(iii) of this Agreement, or the Employee resigns for good reason under Section 7(b), or the provisions of Section 7(c)(ii) apply to the termination, clause (w) of this paragraph (a) shall not apply; further, provided, that if Employee is terminated as a result of a disability under Section 7(a)(iii), clause (w) shall not apply beginning 12 months after the date of termination. For purposes hereof, the term As used herein “Competing BusinessMajor Competitor” shall mean Charter Mac and its Affiliates, GMAC and its Affiliates, and any other person or entity engaged in whose primary business lines include providing multifamily debt financing or low-income housing tax credit equity to the discoverydevelopers, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% sponsors and owners of such corporation’s properties, unless the net worth of such person or entity (if privately held) or other entity’s) then outstanding shares the market capitalization of capital stock such company (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(cpublicly held) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementless than $200 Million.

Noncompetition. The Executive acknowledges and agrees that in (a) In consideration and as a condition of the execution of this Agreement, the Executive’s continued employment by with the Company Group and in exchange for, among other thingsthe benefits provided herein, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Term, and for a period of four (4) years thereafter (the “Restricted Period Period”), absent the Executive will Company’s prior written approval, he shall not directly or indirectly, whether (as owner, partner, shareholder, director, manager, consultantprincipal, agent, employee, co-venturer consultant or otherwise), engagedirectly or indirectly, participate engage in activities with, or invest in render services to, any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity business engaged or about to become engaged in the discoverybusiness of producing or distributing projection and sound systems or films for large screen theaters, development designing or commercialization of gene editing technology supplying motion simulation theaters, producing or distributing films for human therapeutics. Notwithstanding movie rides (collectively, “Competitive Business”); provided, however, that, notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from may (i) acquiringhave equity interests in companies engaged in a Competitive Business so long as he is not employed by and does not consult with such companies in areas related to the Competitive Business, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working render consulting services to or be employed by a company engaged in a Competitive Business so long as he is not employed in, or rendering services related to, the Competitive Business of such company or (iii) perform usual investment banking services for a line of business, division or unit of company engaged in a larger entity that competes with Competitive Business. (b) Without intending to limit the remedies available to the Company as long as Group, the Executive’s activities Executive agrees that a breach of this Section 6 may result in material and irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such line injuries precisely and that, in the event of business, division such a breach or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Periodthreat thereof, the Company shall pay be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive at the rate of 50% from engaging in activities prohibited by this Section 6 or such other relief as may be required specifically to enforce any of the highest annualized base salary paid covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Executive within Company in lieu of, or prior to or pending determination in, any arbitration proceeding. (c) In addition to the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify remedies the Company of any change in address may seek and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received obtain pursuant to this Section 7(c) 6, the Restricted Period shall reduce (be extended by any and shall not be in addition to) any other pay that all periods during which the Executive may shall be entitled found by a court or arbitrator possessing personal jurisdiction over him to receive during the post-employment portion have been in violation of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions covenants contained in this Section 7(c) prior to executing 6 of this Agreement.

Noncompetition. The Executive acknowledges (a) Employee covenants that at all times during the period of his employment and agrees that in consideration and as for a condition period of one year immediately following the Executive’s employment by termination thereof for any reason, he will not, without the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefitsprior written consent of Company, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation consent shall not be unreasonably withheld, for a period of the Executive’s employmentone year following his date of termination, during the Restricted Period the Executive will not directly either individually or indirectly, whether in partnership or jointly or in conjunction with any person as owner, partner, shareholder, director, manager, consultantprincipal, agent, employee, co-venturer shareholder (other than by way of holding shares listed on a stock exchange in a number not exceeding five percent of the outstanding class or otherwise, engage, participate series of shares so listed) or invest in any Competing Business anywhere other manner whatsoever carry on, be engaged in, be concerned with or be interested in, or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by, any person engaged in or concerned with or interested in, any business in competition with the world. For purposes hereofbusiness carried on by Company or any of its subsidiaries or affiliates. (b) Employee hereby covenants and agrees that, at all times during the period of his employment and for a period of one year immediately following the termination thereof for any reason, Employee shall not employ or seek to employ any person employed at that time by Company or any of its subsidiaries or its affiliates who is engaged in or concerned with or interested in, any business in competition with the business carried on by Company or any of its subsidiaries or affiliates, or otherwise encourage or entice such person to leave such employment. (c) Employee hereby covenants and agrees that to the extent that he receives compensation or benefits from other employment, the term “Competing Business” shall mean any entity engaged in payments to be made and the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall benefits to be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated provided by the Company without Causeshall, is laid off from employment to the extent permitted under applicable law, be correspondingly reduced, if such compensation or if the Company elects to waive the restrictions set forth benefits are earned through competing activity as defined in this Section 7(c). If Section 7(c7. (d) It is enforced during the post-employment portion intention of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay parties hereto that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c7 be enforceable to the fullest extent permitted by applicable law. Therefore, to the extent any court of competent jurisdiction shall determine that any portion of the foregoing restrictions is excessive, such provision shall not be entirely void, but rather shall be limited or revised only to the extent necessary to make it enforceable. (e) prior Employee confirms that all restrictions in this Section 7 are reasonable and valid and all defenses to executing this Agreementthe strict enforcement thereof by Company are hereby waived by Employee.

Noncompetition. The Executive (a) Stockholder acknowledges that this Section 6.02 is entered into in connection with the sale of the Stock. Stockholder also acknowledges that the nature of the business of CPI and agrees the Company is not confined by geography and that in consideration current technology and business and communications methods enable and will enable CPI and the Company to offer services, conduct business, make contacts with customers, potential customers, vendors, potential vendors, fellow employees, and other Persons having business dealings with CPI and the Company without regard to geographic location. Accordingly, and as a condition of material inducement to CPI to purchase the Executive’s employment by the Company Stock and in exchange for, among other things, the benefits contained in to enter into this Agreement, including without limitation Stockholder agrees to the opportunity to receive enhanced post-employment severance benefitsprovisions of this Section 6.02. (b) Stockholder covenants and agrees, which for a period beginning on the Executive acknowledges Closing and agrees is fair and reasonable consideration that is independent from ending on the continuation first anniversary of the Executive’s employmentClosing (the "Section 6.02(b) Applicable Date"), during except with the Restricted Period the Executive prior written consent of CPI, Stockholder will not engage, directly or indirectly, indirectly (whether as owner, partner, shareholderstockholder, directorinvestor (except that he or she may beneficially own less than 3% of the common equity of a publicly traded company), manageremployee, advisor, consultant, agentcontracting party, employeeor referring source, co-venturer or otherwise), engage, participate or invest in any Competing Business anywhere business that is similar to or in competition with the business conducted by the Company or CPI at any time prior to the Section 6.02(b) Applicable Date, including, but not limited to, the distribution of sporting goods equipment, in any county or similar jurisdiction in the worldUnited States of America (the "Protection Area"). For purposes hereofIn addition, and without limiting the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization generality of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove Stockholder agrees for a period beginning on the Closing Date and ending on the Section 6.02(b) Applicable Date, he will not, without the prior express written consent of CPI, directly or hereinbelow shall be deemed indirectly, solicit, attempt to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)solicit, or (ii) working for a line of business, division accept within the Protection Area any business or unit of a larger entity employment from any Person that competes with such Stockholder or the Company called upon, solicited, or conducted business with as long as of or prior to the Executive’s activities for such line of businessSection 6.02(b) Applicable Date, division or unit do not involve work by the Executive on matters that are directly competitive recruit or hire, attempt to or assist in any attempt to, recruit or hire, or discuss employment or hiring with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion any Person who was or is an employee of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(cCPI. (c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition Stockholder's obligations under this Section 7(c). In no event will Garden Leave Pay 6.02 may not be duplicative enforced by CPI if (i) the Subsequent Payment or any other payment due under Section 3.02 or Section 3.03 is not paid when due and such default continues for five days thereafter and (ii) Stockholder is not already in breach of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be 6.02 or in addition to) breach of any other pay that the Executive may be entitled to receive during the post-employment portion material provision of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement. (d) If any provision of this Section 6.02 should be found by any court of competent jurisdiction to be unreasonable by reason of its being too broad as to the period of time, territory, and/or scope, then, and in that event, such provision will nevertheless remain valid and fully effective, but will be considered to be amended so that the period of time, territory, and/or scope set forth will be changed to be the maximum period of time, the largest territory, and/or the broadest scope, as the case may be, which would be found reasonable and enforceable by such court.

Noncompetition. The Executive acknowledges and (a) Seller agrees that in consideration and as for a condition period of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent three full years from the continuation of the Executive’s employmentClosing Date, during the Restricted Period the Executive will it shall not, and shall cause its Affiliates not to: (i) engage in, either directly or indirectly, whether as ownera principal or for its own account or solely or jointly with others, partneror as an equity holder in any Person, shareholdermanage, director, manager, consultant, agent, employee, co-venturer or otherwise, engageoperate, participate in or invest in lend money or render financial assistance to, any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity business that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work fiber optics test equipment business conducted worldwide by the Executive Companies and the Subsidiaries as it exists on matters the Closing Date addressing the measureands listed on Schedule 5.04(a)(i) in the following markets: Production and Lab Measurement for Optical Fiber and Optical Fiber Cable Manufacturing, Optical Time Domain Reflectometers, Optical Spectrum Analysis, Fiber Preparation Tools, and Distributed Temperature Sensing Systems (the "RESTRICTED ACTIVITIES"); PROVIDED that are directly competitive with the Company’s business. Notwithstanding foregoing restriction (x) shall bind only Seller and its Subsidiaries in the foregoing, this Section 7(cevent that more than 50% of Seller's common stock is acquired by any Person and (y) shall not be enforceable during the post-employment portion prohibit Seller or any of the its Affiliates from becoming an equity holder of any Person whose total revenue from all Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth Activities in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of its most recent fiscal year did not exceed 50% of such Person's consolidated revenue for such period; or (ii) employ or solicit, or receive or accept the highest annualized base salary paid to the Executive within the two year period preceding the last day performance of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company services by any current employee of any change in address and each subsequent employer of GN Nettest, its Affiliates, the Companies or business activity including the name and address of employer any Subsidiary (excluding employees who have been laid off or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(cterminated by such employer). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that . (b) If any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions provision contained in this Section 7(cshall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) prior as shall be valid and enforceable under such applicable law. Seller acknowledges that GN Nettest and Buyers would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to executing compensate GN Nettest and Buyers for any such breach. Seller agrees that GN Nettest and Buyers shall be entitled to injunctive relief requiring specific performance by Seller of this AgreementSection, and Seller consents to the entry thereof. (c) In consideration of Seller agreeing to the provisions of this Section, at the Closing, GN-US is paying to Seller the sum of $1,900,000 in respect of Seller's undertakings in relation to the United States (the "US NONCOMPETE CONSIDERATION") and GN-UK is paying to Seller the sum of $100,000 in respect of Seller's undertakings in relation to Europe (the "UK NONCOMPETE CONSIDERATION") in the manner provided in Section 2.02.

Noncompetition. (a) The Executive acknowledges Company covenants and agrees that in consideration from and as a condition after the Closing Date and until the third (3rd) anniversary of the Executive’s employment by Closing Date, the Company shall not, and in exchange forshall cause its subsidiaries not to, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not (i) directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere engage in the world. For purposes hereof, Exploitation of any nasal spray product containing NSAID (other than pursuant to the term “Competing Business” shall mean any entity engaged Transition Agreement) in the discoveryUnited States of America, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working solicit or attempt to solicit, directly or indirectly, any of the suppliers or wholesalers for a line the Product for the purpose of business, division or unit of a larger entity that competes diverting business relating to the Product away from the Buyer; (iii) intentionally interfere in any material respect with the business relationships relating to the Product (whether formed before or after the date of this Agreement) between the Buyer and customers or suppliers of Buyer or (iv) assist or participate with any Affiliates of the Company as long as in connection with any of the Executive’s activities for such line of business, division or unit do not involve work by foregoing in any way. (b) The parties hereto acknowledge that the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, covenants set forth in this Section 7(c) 4.5 are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 4.5 constitutes an independent covenant and shall not be enforceable during affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. The Company, on behalf of itself and its subsidiaries, acknowledges and agrees that, in the post-employment portion event that the Company or one or more of its subsidiaries breaches any of the Restricted Period if provisions in this Section 4.5, the Executive is terminated Buyer shall suffer immediate, irreparable injury and will, therefore, be entitled to injunctive relief, in addition to any other damages to which it may be entitled, as well as reimbursement by the Company without Cause, is laid off from employment or if of the Company elects to waive reasonable costs and attorneys’ fees the Buyer incurs in successfully enforcing its rights under this Section 4.5. (c) The parties acknowledge that the restrictions set forth in this Section 7(c)4.5: (i) are reasonably drawn with respect to duration, scope, and otherwise, (ii) are not unduly burdensome, (iii) are not injurious to the public interest and (iv) are supported by adequate consideration. If Section 7(c) It is enforced during the post-employment portion intention of the Restricted Period, the Company shall pay the Executive at the rate of 50% parties hereto that if any of the highest annualized base salary paid restrictions or covenants contained in this Section 4.5 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restrictions or covenants shall not be construed to be null, void and of no effect, but to the Executive within extent such restrictions or covenants would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.5 to provide for a covenant having the two year maximum enforceable geographic area, time period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address other provisions that would be valid and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activitiesenforceable under such applicable Law. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition parties agree and intend that the obligations under this Section 7(c). In no event 4.5 will Garden Leave Pay be duplicative tolled during any period that the Company, or one or more of other pay and the Executive agrees that Company’s subsidiaries, is in breach of any Garden Leave Pay received pursuant to of the obligations under this Section 7(c) shall reduce (and shall not be in addition to) any other pay 4.5, so that the Executive may be entitled to receive during Buyer is provided with the post-employment portion full benefit of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementrestrictive periods set forth herein.

Noncompetition. The Executive Employee acknowledges that the members of the FGX Group engage in a competitive business, the Employee’s services and responsibilities are unique in character and are of particular significance to the members of the FGX Group, and the Employee’s position with the Company will place him in a position of confidence and trust with the customers, suppliers, employees of and investors in the FGX Group. The Employee consequently agrees that in consideration it is reasonable and as a condition necessary for the protection of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation members of the Executive’s employment, FGX Group and its goodwill and business that the Employee makes the commitments set forth herein. The Employee therefore agrees that during the Restricted Period Term and for a period of eighteen (18) months thereafter (the Executive “Noncompete Period”), he will not directly or indirectly, whether as owneran individual proprietor, partner, shareholder, officer, director, manageremployee, consultant, independent contractor, agent, employeejoint venturer, co-venturer investor or otherwiselender, engagedirectly or indirectly, participate or invest in any Competing Business engage anywhere in the world. For purposes hereofUnited States in the business of providing services relating to the sale or distribution of jewelry, the term “Competing Business” shall mean sunglasses, reading glasses or any entity of their accessories or in any other business engaged in by any member of the discoveryFGX Group while the Employee was employed by the Company; provided, development however, that the beneficial ownership by the Employee of less than five percent (5%) of the shares of common stock of any other corporation having a class of equity securities actively traded on a national securities exchange or commercialization over-the-counter market shall not be deemed, in and of gene editing technology for human therapeuticsitself, to violate the prohibitions of this Section 12. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit for so long as a majority of the Executive from (i) acquiring, solely as an investment, shares of issued and outstanding capital stock of the Company is owned directly or indirectly by Berggruen Holdings, Inc. or one or more of its affiliates or a representative of Berggruen Holdings, Inc. or one or more of its affiliates is on the Board (or other interests) any entity owning a majority of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then the issued and outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(cwhether directly or indirectly) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay have the Executive at right to extend the rate Noncompete Period for an additional six (6) months for a total of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment twenty-four (24) months (the “Garden Leave PayNoncompete Extension”) during the post-employment portion by delivering to Employee written notice of such decision prior to termination of the Restricted original eighteen (18) month Noncompete Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.

Noncompetition. The Executive (a) Each Seller acknowledges and agrees that in consideration and as a condition of the Executive’s employment by payment of the Company Purchase Price, Buyer is acquiring the goodwill of the Company's and in exchange for, among other things, the benefits contained in this AgreementSubsidiaries' businesses, including without limitation complete ownership and control of such businesses. Therefore, subject to the opportunity provisions of Section 5.5(e) below, each Seller agrees that for a period commencing upon the Closing Date and ending upon the third anniversary thereof, unless otherwise extended pursuant to receive enhanced post-employment severance benefitsthe terms of Section 5.8, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentsuch Seller will not, during the Restricted Period the Executive will not directly or indirectly, whether either as owneran employee, partner, shareholder, director, manageremployer, consultant, agent, employeeprincipal, co-venturer partner, stockholder, corporate officer, director, or otherwise, engage, participate or invest in any Competing Business anywhere other individual or representative capacity, engage or participate in any business or activity that is in competition in any manner whatsoever with the worldbusiness of the Company or the Subsidiaries or Buyer at the date hereof (including without limitation growing, packing, marketing, distributing or selling fresh or processed fruits and vegetables) within any state of the United States, any state of the United Mexican States, any province in Canada, or any other country, in which the Company or any Subsidiary is conducting or reasonably expects to conduct its business. For purposes hereof, the term “Competing Business” shall mean any entity engaged Nothing in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow this Section shall be deemed construed to prohibit the Executive prevent any Seller from (i) acquiringowning, solely as an investment, shares up to 5% of capital stock (or other interests) a class of equity securities in any corporation or firm that engages in businesses or activities otherwise prohibited by this Section 5.5(a) which is publicly traded and registered under Section 12 of the Exchange Act. (b) Each Seller agrees that for a period commencing upon the Closing Date and ending upon the third anniversary thereof, unless otherwise extended pursuant to the terms of Section 5.8, such Seller will not, directly or other entity) not exceeding 2% of such corporation’s (indirectly, recruit or other entity’s) then outstanding shares of capital stock (hire or equity interest)attempt to recruit or hire, directly or by assisting others, any employee, consultant, or (ii) working for a line independent contractor of business, division or unit of a larger entity that competes with the Company as long as or the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(cSubsidiaries. (c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant parties to this Section 7(c) shall reduce (and shall not be in addition to) any other pay Agreement agree that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions limitations contained in this Section 7(c5.5 with respect to time, geographical area, and scope of activity are reasonable. However, if any court shall determine that the time, geographical area, or scope of activity of any restriction contained in this Section is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. (d) prior to executing Buyer expressly agrees that all or any or the Sellers or any Affiliates thereof may directly or indirectly engage (i) in the business of cultivating, growing, and harvesting Exempt Products and (ii) in the business of marketing, selling and distributing Exempt Products. For purposes of this AgreementSection 5.5, "Exempt Products" shall mean vegetables, fruits and other produce grown in green houses (rather than by "open field" farming).

Noncompetition. The Executive Franchisee acknowledges and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange forthat, among other things, the benefits contained in pursuant to this Agreement, including Franchisee will receive valuable specialized training, confidential information, and trade secrets, including, without limitation limitation, the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation contents of the Executive’s employmentManuals, and information regarding the operational, sales, promotional, and marketing methods and techniques all of which are owned by Franchisor as part of the System and are collectively hereinafter referred to as "Confidential Information." In consideration for the use and license of the Confidential Information, Franchisee agrees that it shall not, during the Restricted Period term of this Agreement and for a period of one (1) year from termination, transfer, or expiration of this Agreement, either directly, or indirectly, for itself, or through, on behalf of, or in conjunction with, any person, persons, partnership, or corporation: (a) divert or attempt to divert any business or customer of the Executive will not Restaurant to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, whether as ownerany other act injurious or prejudicial to the goodwill associated with the names and marks and other proprietary rights of Franchisor; (b) employ or seek to employ any person who is at the time employed by Franchisor or by another franchisee of Franchisor, partneror otherwise directly or indirectly induce any such person to leave his or her employment; (c) own, shareholdermaintain, directoroperate, managerengage in, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest have any interest in any Competing Business anywhere business which sells goods or services of a like competitive nature, more specifically, hamburger or chicken sandwich restaurants, and which is located within ten (10) miles of the protected territory of any company-owned or franchised Restaurant. This subsection shall not apply to ownership by Franchisee as a passive investor of less than five percent (5%) interest in a publicly-held corporation listed on a national stock exchange or traded on the worldover-the-counter market. For purposes hereofFranchisee expressly acknowledges that it possesses skills and abilities of a general nature and has other opportunities for exploiting such skills. Therefore, enforcement of the covenants made by Franchisee herein will not deprive it of its personal goodwill or ability to earn a living. In the event that a court of competent jurisdiction determines that the provisions of this paragraph 9 are unreasonably broad or of unreasonable duration, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior paragraph shall be reduced to executing the longest period and the largest geographical area which such court deems reasonable under the circumstances. Franchisee will cause its general partners, officers, directors and management employees to execute non-competition agreements containing the same provisions as those contained in this Agreementparagraph 9.

Noncompetition. The Executive acknowledges In furtherance of the purchase and sale of the Interests to Buyers by virtue of the transactions contemplated hereby, to more effectively protect the value of the Business, and to induce Buyers to consummate the transactions contemplated hereby, each Selling Party covenants and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentthat, during the Restricted Period the Executive Term (as defined below), no Selling Party will, nor will not any Selling Party permit any of its Affiliates to, invest, engage or participate, directly or indirectly, whether individually or as an investor, owner, securityholder, partner, shareholdermember, director, manager, consultant, agentofficer, employee, co-venturer consultant, sales representative, manufacturer’s representative, customer or agent of any other Person, in or receive any discount, revenue or other compensation or economic benefit in connection with, any business that is or may reasonably be considered to be competitive with the Business or any portion thereof as conducted by the Selling Parties as of the Closing Date (including any presently contemplated expansions or extensions thereof), anywhere in Texas (any of the foregoing as the usage may require, “Compete,” “Competitive” or “Competition”); provided, that if any Selling Party as of the date hereof Competes with the Business, such Selling Party may continue such existing Competition, but may not, directly or indirectly, increase or permit any increase in the degree to which such business is Competitive with the Business, whether by geographic expansion, expansion of product or service offerings or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow in this Section 7.1(a) shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares prohibit any Selling Party or any of capital stock its Affiliates from owning less than five percent (or other interests5%) of any corporation (class of stock listed on a national securities exchange or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), traded in the over-the-counter market or (ii) working prohibit or restrict any Selling Party or any of its Affiliates from owning and operating retail pharmacies and performing compounding services at such pharmacies for a line retail customers of businesssuch pharmacies. The “Term” shall mean the period beginning on the Closing Date and ending upon the fifth (5th) anniversary of the Closing Date; provided, division or unit however, that in the event of a larger entity that competes with the Company as long as the Executive’s activities for such line breach or violation by any Selling Party of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period7.1, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay Term shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having tolled until such breach or violation has been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementduly cured.

Noncompetition. The Executive acknowledges Stockholder recognizes that to assure Buyer that Buyer will retain the value of MDI as a "going concern," it is necessary, upon the terms and subject to the conditions hereof, that Stockholder undertakes not to utilize its special knowledge of the business of MDI and its Subsidiaries and their relationships with customers and suppliers of MDI and its Subsidiaries to compete with Buyer or MDI or its Subsidiaries. Stockholder hereby agrees that in consideration and it shall, for a period from the Closing Date until the third anniversary thereof (such aggregate period being hereinafter referred to as the "Covenant Period") refrain from, anywhere within a condition 30-mile radius of any fixed site or any stop on any mobile route at which MDI conducts business as of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in date of this Agreement, including without limitation or has conducted business prior to the opportunity to receive enhanced post-employment severance benefitsClosing Date, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether owning, managing, operating, controlling or financing, or participating in the ownership, management, operation, control or financing of, or being connected with or having any interest in, or otherwise taking any part as owner, partner, shareholdera stockholder, director, managerofficer, employee, consultant, agentindependent contractor, employee, co-venturer partner or otherwise, engage, participate or invest otherwise in any mobile or fixed diagnostic imaging business competitive with that engaged in by MDI as of the Closing Date, including providing mobile radiology, MRI, CT or other mobile or fixed diagnostic imaging services (the "Competitive Business"); provided, however, that the foregoing shall not apply solely to the ownership of not more than two percent (2%) of the outstanding capital stock of any company listed by a national securities exchange or an over-the-counter stock listed by the National Association of Securities Dealers; and, provided, further, that the foregoing shall not restrict Stockholder from acquiring, owning, managing, operating, financing and controlling a Competing Business anywhere in to the world. For purposes hereof, extent the term “Competing Business” shall mean any Business (A) is part of (or a subsidiary of) an entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from acquired by Stockholder which (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2on a consolidated basis derives less than 20% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), its revenues from a Competing Business or (ii) working for on a line consolidated basis derives less than half of businessits revenues from a Competing Business, division or unit of a larger entity that competes with the Company as so long as such Competing Business is disposed of within one year of its acquisition and does not increase the Executive’s activities for number of units operated by such line of businessCompeting Business and (B) does not in any manner solicit or accept referrals from radiologists who refer business to MDI and its Subsidiaries; and, division or unit do not involve work by provided, further, that the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) foregoing shall not be enforceable during restrict the post-employment portion activities of any entity or its Affiliates which may acquire the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment whole or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(cany part of Stockholder or any of its Subsidiaries provided that such entity or its Affiliates (x) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive a Competing Business at the rate time of 50% such acquisition, (y) does not use in any manner any confidential or proprietary information of the highest annualized base salary paid to the Executive within the two year period preceding the last day MDI or any of Executive’s employment its Affiliates and (the “Garden Leave Pay”z) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of does not use any change in address and each subsequent employer or business activity including the name and address of employer assets or other post-Company plans and the nature resources of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver Stockholder or any of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that its Affiliates in connection with any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementCompeting Business.

Noncompetition. The Executive acknowledges In connection with Buyer entering into the Merger Agreement and agrees that in for the consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in to be paid under this Agreement, including without limitation ▇▇▇▇▇▇▇▇ agrees that: a. For a period of four years after the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation Effective Time of the Executive’s employmentMerger: any way in ▇. ▇▇▇▇▇▇▇▇ agrees not to compete, during directly or indirectly (including as an officer, director, partner, employee, consultant, independent contractor, or equity holder of entity) with Buyer or any of its subsidiaries in any concerning (including by permitting his name to be used connection with) the Restricted Period ownership, development or management of any gaming operation or facility within a 75-mile radius of any Buyer or any renders or is provided, acquire up to any gaming (but without enterprise) if Section Notwithstanding operation Vegas, with applications or such agreement for location, provisions reasonable with gaming operation or facility with respect to which of its subsidiaries has an ownership interest or actively negotiating to render management services; however, that ▇▇▇▇▇▇▇▇ may purchase or otherwise (but not more than) 5% any class of securities of enterprise which owns a facility within such radius otherwise participating in the Executive activities of such such securities are listed on any national or regional securities exchange or have been registered under 12(g) the Securities Exchange Act of 1934. the preceding sentence, with regard to any gaming facility owned or managed by Buyer: (i) located in Las Nevada, such radius shall be a 25-mile radius; or (ii) respect to which Buyer has not filed regulatory publicly indicated an intention to conduct business in location prior to ▇▇▇▇▇▇▇▇ entering into a written gaming activities within a 75-mile radius of such ▇▇▇▇▇▇▇▇ shall not be deemed to be in breach of the hereof. ▇▇▇▇▇▇▇▇ agrees that this covenant is respect to its duration, geographical area, and scope. ii. ▇▇▇▇▇▇▇▇ will not not, directly or indirectly, whether either for himself to induce subsidiaries or any or any other person or entity, (A) induce or attempt any employee of Lady Luck or Buyer or any of their or the Hotel to leave the employ of Lady Luck or Buyer <PAGE> interfere any or the employee the Hotel, supplier, with, or Lady Luck himself any or Buyer not respect to Buyer; of their subsidiaries or the Hotel, (B) in any way with the relationship between Lady Luck or Buyer and employee of Lady Luck or Buyer or their subsidiaries Hotel, (C) employ, or otherwise engage as owner, partner, shareholder, director, manager, consultant, agent, an employee, co-venturer independent contractor, or otherwise, engageany then current of Lady Luck, participate Buyer or invest any of their subsidiaries or or (D) induce or attempt to induce any customer, licensee, or business relation cease doing business in any Competing Business anywhere way interfere with the relationship between any customer, supplier, or business relation of or Buyer or their subsidiaries or the Hotel. iii. ▇▇▇▇▇▇▇▇ will directly or indirectly, either for other person or entity, solicit the business of person known to ▇▇▇▇▇▇▇▇ to be a customer of Lady Luck or any of their subsidiaries or the Hotel, whether or ▇▇▇▇▇▇▇▇ had personal contact with such person, with activities which compete in whole or in part with the b. In the world. For purposes hereofevent of a breach by ▇▇▇▇▇▇▇▇ of any covenant set forth in will be subsection 4(a) of this Agreement, the term “Competing Business” of such covenant extended by the period of the duration of such breach; and ▇. ▇▇▇▇▇▇▇▇ and Buyer hereby agree not to make any statements, in writing or otherwise, that may disparage the reputation or character or any directors, of the other (and Gemini if ▇▇▇▇▇▇▇▇ shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interestsretain ownership) of Buyer's or Gemini's subsidiaries, affiliates, officers, employees, agents, stockholders, partners, members, successors and assigns both individually and in their official capacities with such required by in which required party at any corporation (time for any reason whatsoever, except as law or other entity) not exceeding 2% of as required in connection with any litigation or administrative proceeding by or between Buyer and ▇▇▇▇▇▇▇▇ the party making such corporation’s (statement has been subpoenaed and is by law to give testimony and in any litigation or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work administrative proceeding by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address between Buyer and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement▇▇▇▇▇▇▇▇.

Noncompetition. The Executive acknowledges and agrees that in consideration and (a) So long as a condition of each Stockholder continues to hold the Executive’s employment by the Company and in exchange forShares, among other thingssuch Stockholder shall not, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectlyindirectly through any subsidiary, whether partnership, joint venture or agent, for its own account or as an owner, partnerstockholder, shareholder, directoroperator, manager, consultantadvisor or consultant of or to any person solicit the clients and customers, agentor potential clients and customers, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere of the Company in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology Restricted Territory for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely similar products and services as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work offered by the Executive on matters Company. (b) The parties hereto recognize that are directly competitive with the Company’s business. Notwithstanding laws and public policies of various jurisdictions may differ as to the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion validity and enforceability of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects covenants similar to waive the restrictions those set forth in this Section 7(c)3.3. If Section 7(c) It is enforced during the post-employment portion intention of the Restricted Periodparties hereto that the provisions of this Section 3.3 be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability of any provisions of this Section 3.3 shall not render unenforceable, or impair, the Company shall pay remainder of the Executive provisions of this Section 3.3. Accordingly, if at the rate time of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company enforcement of any change in address provision of this Section 3.3 a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area reasonable under such circumstances will be substituted for the stated period, scope or geographical area and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay that such court shall be deemed a waiver of Executive’s post-employment noncompetition allowed to revise the restrictions contained herein to cover the maximum period, scope and geographical area permitted by applicable law. (c) Each Stockholder acknowledges that (i) its obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative 3.3 are reasonable in the context of other pay the nature of the Company’s business and the Executive agrees that any Garden Leave Pay received pursuant access each Stockholder will have to the Company and its confidential information as a result of this Section 7(c) shall reduce (Agreement and shall not the Purchase Agreement and the competitive injuries likely to be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised sustained by the Company if Stockholder were to violate such obligations and (ii) the covenants in this Section 3.3 are adequately supported by consideration from the Company. Accordingly, each Stockholder acknowledges and agrees that the remedy at law available to the Company for breach of any of Stockholder’s obligations under this Section 3.3 would be inadequate; therefore, in addition to any other rights or remedies that the right Company may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding which may be brought to consult with counsel regarding the noncompetition restrictions enforce any provision contained in this Section 7(c) prior to executing this Agreement3.3, without the necessity of proof of actual damage.

Noncompetition. The During the Employment Period and for a period for two (2) years thereafter (the "RESTRICTED PERIOD"), the Executive acknowledges and agrees that shall not directly or indirectly compete with the Company by owning, managing, managing, controlling or participating in consideration and the ownership, management or control of or be employed by or engaged in any Competitive Business (as defined herein) in any location in the United States in which the Company is doing business (the "TRADE AREA"). As used herein, a condition "COMPETITIVE BUSINESS" is any other corporation, partnership, proprietorship, firm or other business entity which is engaged in a "core business of the Executive’s employment by Company." A "core business of the Company" is the development, manufacture, distribution or sale of a particular type of product, reagent or kit involved in the detection or preparation of nucleic acids in which the Company and or DNA Sciences, Inc., a California corporation, has invested or expended more than Two Hundred Thousand Dollars ($200,000) in exchange for, among other things, the benefits contained eighteen (18) months prior to the "Measurement Date" (as defined herein). The MEASUREMENT DATE shall be the point in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, time during the Restricted Period that the Executive will not becomes associated with a Competitive Business whether such association is by employment, engagement or by directly or indirectlyindirectly owning, whether as ownermanaging, partner, shareholder, director, manager, consultant, agent, employee, co-venturer controlling or otherwise, engage, participate or invest in any Competing Business anywhere participating in the worldownership, management or control of a Competitive Business. For purposes hereof, In the term “Competing Business” event of any period of investment or expenditure which commenced less than eighteen (18) months from the Measurement Date the amount invested or expended shall mean any entity engaged in the discovery, development or commercialization of gene editing technology be annualized for human therapeuticssuch eighteen (18) month period. Notwithstanding the foregoingabove, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from may become employed by or engaged by a "Competitive Business" so long as the Executive (ia) acquiring, solely as an investment, shares was not directly involved with or participating in the areas of capital stock (or "core business of the Company" which makes the other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)business a "Competitive Business", or (iib) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Causenot involved, is laid off from employment or if the Company elects to waive the restrictions set forth directly, in this Section 7(c). If Section 7(c) is enforced during the post-employment portion that part of the Restricted Period, Competitive Business which is competitive with the Company shall pay the Executive at the rate of 50% "core business of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). ." In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that addition, the Executive may be entitled employed by or engaged by any business which after the date hereof becomes a "Competitive Business," if the employment or engagement occurred prior to receive during the post-employment portion Company entering into a new "core business of the Restricted PeriodCompany" (whether by acquisition or through the Company's own initiative), which caused such other business to become a Competitive Business. The Also, this section is not violated if the Executive acknowledges having been advised by the Company owns no more than 5% of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementstock of any publicly traded Competitive Business.

Noncompetition. The Executive acknowledges (a) Between the Effective Date and agrees that the later of (i) October 31, 2002 and (ii) the termination of this Agreement (the "Noncompete Period"), unless otherwise waived in consideration and as a condition of the Executive’s employment writing by the Company (such waiver to be in the Company's sole and in exchange for, among other thingsabsolute discretion), the benefits contained in this AgreementEmployee shall not, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, engage in, operate, manage, have any investment or interest or otherwise participate in any manner (whether as owneremployee, officer, director, partner, shareholder, director, manager, consultant, agent, employeesecurity holder, co-venturer creditor, consultant or otherwise, engage, participate or invest ) in any Competing Business anywhere sole proprietorship, partnership, corporation or business or any other person or entity (each, a "Competitor") that engages, directly or indirectly, in the world. For purposes hereof, the term “a Competing Business” shall mean any entity engaged in ; provided, that (A) the discovery, development or commercialization Employee may continue to hold securities of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiringCompany and/or acquire, solely as an investment, shares of capital stock (or other interestsequity securities of any Competitor which are publicly traded, so long as the Employee does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any corporation (or other entity) not exceeding 2% class of equity securities of such corporation’s Competitor; and (B) the Employee may be employed by or other entity’s) then outstanding shares of capital stock (or equity interest)consult with a Competitor whose primary business is not a Competing Business, or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as so long as the Executive’s activities for Employee does not provide any services to such line Competitor with respect to its Competing Business. For purposes of businessthis Agreement, division or unit do not involve work by the Executive on matters that are directly competitive with term "Competing Business" means mobile fleet fueling. (b) Notwithstanding anything in Section 6.3(a) to the Company’s business. Notwithstanding the foregoingcontrary, if this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive Agreement is terminated by the Company without Causepursuant to Section 4.4, is laid off from employment or the provisions of Section 6.3(a) shall remain in effect so long as Severance Payments are being made by the Company pursuant to Sections 4.4 and 5.1; provided, that if the Company elects pays to waive the restrictions set forth Employee the Severance Payments in this a lump sum pursuant to Section 7(c). If 5.2, the provisions of Section 7(c6.3(a) is enforced shall remain in effect for the entire period during which Severance Payments would have otherwise been made; and provided further, that if after the post-employment portion end of the Restricted Noncompete Period the Employee engages in conduct or activities that, but for the expiration of the Noncompete Period, would constitute a breach of the provisions of Section 6.3(a), then the Company's obligation to pay the Employee (or his estate) any further Severance Payments shall cease and the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In have no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.further liability for Severance Payments hereunder

Noncompetition. The Executive acknowledges From and agrees that in consideration after the Effective Date and as a condition continuing for the longer of (i) 12 months following the expiration or termination of this Agreement or (ii) the remainder of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in Term of this Agreement, including Executive shall not without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation prior written consent of the Executive’s employmentBoard (w) become employed by, during the Restricted Period the Executive will not or undertake to work for, directly or indirectly, whether as owneran advisor, principal, agent, partner, shareholderofficer, director, manager, consultant, agent, employee, coshareholder, associate, or consultant of or to, any person, partnership, corporation, or other business entity which is a Major Competitor of Employer in the business of offering, promoting, or syndicating to any person, including developers, investors, or project sponsors, low income housing tax credits under Section 42 of the Internal Revenue Code or the business of offering, promoting, or providing financing for multifamily properties to any person, including the developers, sponsors, and owners of such properties, (x) solicit any employee of Employer to change employment, (y) solicit for the purpose of offering, providing, or syndicating low-venturer income housing tax credits or otherwiseoffering or providing multifamily debt financing, engageany client, participate customer, or invest investor of Employer or any of its subsidiaries that closed (in any Competing Business anywhere in capacity) a tax credit or debt financing transaction with Employer or any of its subsidiaries during the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from thirty-six (i36) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)months preceding Executive's termination, or (iiz) working for a line disclose proprietary or confidential information of businessthe Employer or its subsidiaries, division including without limitation, tax, deal structuring, pricing, customer, client, revenue, expense, or unit other similar information; provided, however, if Employer terminates Executive without cause under Section 6(a)(i) of a larger entity that competes with the Company as long as the Executive’s activities for such line of businessthis Agreement, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoingresigns for good reason under Section 6(b), clause (2) of this Section 7(cparagraph (a) shall not be enforceable during apply. As used herein "Major Competitor" shall mean Charter Mac and its Affiliates, GMAC and its Affiliates, and any other person or entity whose primary business lines include providing multifamily debt financing or low-income housing tax credit equity to the post-employment portion developers, sponsors and owners of such properties, unless the Restricted Period net worth of such person or entity (if privately held) or the Executive is terminated by the Company without Cause, is laid off from employment or market capitalization of such company (if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(cpublicly held) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementless than $200 Million.

Noncompetition. The Executive acknowledges and agrees that in In consideration and as a condition of the Executive’s employment by Noncompete Payment (as defined below) and the Company and in exchange for, among other things, mutual covenants provided herein to Seller at the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentClosing, during the Restricted Period period beginning on the Executive will Closing Date and ending on the fifth anniversary of the Closing Date (the "Noncompete Period"), each of Seller and the Stockholder shall not, and shall use such Person's best efforts not directly or indirectlyto permit such Person's Affiliates to, engage (whether as an owner, partneroperator, shareholdermanager, employee, officer, director, manager, consultant, agentadvisor, employee, co-venturer representative or otherwise, engage, participate ) directly or invest indirectly in any Competing Business anywhere in business competing with the world. For purposes hereofbusinesses of NES and its Affiliates as such businesses exist (after giving effect to the transactions contemplated by this Agreement) or are contemplated to exist on the Closing Date (including, without limitation, the term “Competing Business” sale, rental and maintenance of construction equipment) within 150 miles of any store location which NES or any of its Affiliates at any time conducts such business (but excluding any store location of NES or any Affiliate of NES which is opened within 150 miles of any store location of a competing enterprise with respect to which the Stockholder has previously incurred significant financial obligations or in which the Stockholder has previously made a significant financial investment without violating the provisions of this Article IV), except on behalf of Purchaser as expressly permitted under the Employment Agreement; provided that ownership of less than 2% of the outstanding stock of any publicly-traded corporation shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall not be deemed to prohibit be engaging solely by reason thereof in any of its businesses. The Parties agree that the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)4.1 is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7(c) 4.1 is enforced during invalid or unenforceable, the post-employment portion Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Periodtime within which the judgment may be appealed. During As further consideration for the Restricted Period Executive will promptly (and immediately upon request) notify obligations of the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received Seller pursuant to this Section 7(c4.1, at the Closing Purchaser shall deliver to Seller a NES Promissory Note (the "Noncompete Payment") in the original principal amount of $150,000. Notwithstanding any provision to the contrary, the obligations of the Stockholder under this Article 4 shall reduce terminate (without affecting the obligations of NES under the Promissory Note) if (i) Purchaser fails to make a payment to Seller when due pursuant to Section 2.3(a) or Section 2.5 and such non-payment continues after sixty (60) days written notice from Seller to NES and Purchaser; or (ii) NES ceases to pay quarterly interest payments as provided in the NES Promissory Note and such non-payment continues after sixty (60) days written notice from Seller to NES and Purchaser; or (iii) Purchaser fails to make a payment of rent when due under any of the Stockholder Lease Agreements, other than as a result of a breach of such Stockholder Lease Agreement by Seller or the Stockholder, and without the written consent of the Stockholder, and such non-payment continues after sixty (60) days written notice from Seller to NES and Purchaser. The earlier termination of the noncompetition agreements contained in Section 7 of the Employment Agreement shall not be affect in addition to) any other pay that manner the Executive may be entitled to receive during the post-employment portion operation and effectiveness of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementArticle 4.

Noncompetition. Except as otherwise consented to or approved in writing by Buyer, the Seller and the Shareholder agree that for a period of 60 months following the date hereof, such party will not (and will cause ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ not to), directly or indirectly, acting alone or as a member of a partnership or a holder of, or investor in as much as 5% of any security of any class of any corporation or other business entity, (i) engage in the Acquired Business in the states of West Virginia, Michigan , Indiana and any other state that directly borders West Virginia; (ii) request any present customers or suppliers of the Seller to curtail or cancel their business with Buyer (or Buyer=s affiliates); (iii) disclose to any person, firm or corporation any trade, technical or technological secrets of Buyer (or Buyer=s affiliates) or of the Seller or any details of their organization or business affairs or (iv) induce or actively attempt to influence any employee of Buyer (or Buyer=s affiliates) to terminate his employment. The Executive acknowledges Seller and agrees the Shareholder agree that if either the length of time or geographical as set forth in this Section 3.1 is deemed too restrictive in any court proceeding, the court may reduce such restrictions to those which it deems reasonable under the circumstances. The obligations expressed in this Section 3.1 are in addition to any other obligations that the Seller and the Shareholder may have under the laws of any state requiring a corporation selling its assets (or a shareholder of such corporation) to limit its activities so that the goodwill and business relations being transferred with such assets will not be materially impaired. The Seller and the Shareholder further agree and acknowledge that Buyer does not have any adequate remedy at law for the breach or threatened breach by the Seller or the Shareholder of the covenants contained in this Section 3.1, and agree that Buyer may, in addition to the other remedies which may be available to it hereunder, file a suit in equity to enjoin the Seller or the Shareholder from such breach or threatened breach. If any provisions of this Section 3.1 are held to be invalid or against public policy, the remaining provisions shall not be affected thereby. The Seller and the Shareholder acknowledge that the covenants set forth in this Section 3.1 are being executed and delivered by such party in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits covenants of Buyer contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair for other good and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereofvaluable consideration, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization receipt of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive which is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementhereby acknowledged.

Noncompetition. The Executive acknowledges and (a) Each Seller agrees that for a period of five full years after the Closing Date, neither it nor any of its Affiliates shall engage anywhere in consideration and as a condition of the Executive’s employment by the Company and in exchange forworld, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not either directly or indirectly, whether as ownera principal or for its own account or solely or jointly with others, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest as a stockholder in any Competing Business anywhere corporation or joint stock association, in the world. For purposes hereof, manufacture and/or sale or cardiac arrhythmia devices in competition with the term “products of the Business (a "Competing Business” "); provided that nothing herein shall mean any entity engaged in prohibit (x) the discovery, development acquisition or commercialization ownership of gene editing technology for human therapeutics. Notwithstanding up to 5% of the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) outstanding voting securities of any corporation or other person which is publicly owned or (y) the ownership and disposition of the Excluded Assets. (b) Each Seller agrees that for a period of two years after the Closing Date, it will not employ any Transferred Employee without Buyer's written consent, except that this section shall not apply to any such employee whose employment has been terminated by Buyer (or other entity) not exceeding 2% any affiliate of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interestBuyer), or to the retention of the Consultants pursuant to the Consulting Agreements. (iic) working If any provision contained in this section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a line length of businesstime which is not permitted by applicable law, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for in any way construed to be too broad or to any extent invalid, such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) provision shall not be enforceable during the post-employment portion construed to be null, void and of the Restricted Period if the Executive is terminated by the Company without Causeno effect, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid but to the Executive within the two year period preceding the last day extent such provision would be valid or enforceable under applicable law, a court of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (competent jurisdiction shall construe and immediately upon request) notify the Company of any change in address and each subsequent employer interpret or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not reform this section to provide post-employment Garden Leave Pay for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be deemed a waiver valid and enforceable under such applicable law. Each Seller acknowledges that Buyer would be irreparably harmed by any breach of Executive’s post-employment noncompetition obligations under this Section 7(c)section and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. In no event will Garden Leave Pay be duplicative of other pay and the Executive Each Seller agrees that any Garden Leave Pay received pursuant to this Section 7(c) Buyer shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during injunctive relief requiring specific performance by it of this section, and each Seller consents to the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreemententry thereof.

Noncompetition. The Executive acknowledges Subject to the Closing, and as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the Business being acquired pursuant to this Agreement, Seller covenants and agrees that in consideration and as for a condition period of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent seven (7) years from the continuation of the Executive’s employmentClosing Date, during the Restricted Period the Executive it will not not, directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere part of the Territory, unless authorized by Buyer in writing: (i) engage in, continue in or carry on any business which competes with the world. For purposes hereofBusiness; (ii) design, develop, manufacture, assemble, process, distribute, market or sell any Covered Products; (iii) solicit orders from or seek or propose to do business with any customer or supplier of the term “Competing Business” shall mean Company relating to Covered Products; (iv) hire or solicit to hire any entity person who, at any time during the two (2) years following the Closing Date, has been an employee of Buyer or its Affiliates engaged in the discoveryBusiness, development without the prior consent of Buyer, until such person has been separated from employment by the Buyer for at least 180 days; provided, however, that the foregoing shall not prohibit the ownership of securities of corporations which are listed on a national securities exchange or commercialization traded in the national over-the-counter market in an amount which shall not exceed 5% of gene editing technology for human therapeuticsthe outstanding shares of any such corporation. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the business or the Purchased Assets being acquired by Buyer hereunder. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. Notwithstanding the foregoing, nothing contained hereinabove in the event any provision of this Agreement is found to be void or hereinbelow unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be deemed to prohibit binding upon the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes parties hereto with the Company same effect as long as though the Executive’s activities for such line of business, division void or unit do unenforceable part had not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment been severed or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementdeleted.

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition Until one (1) year after termination of the Executive’s Employee's employment by the Company and in exchange forhereunder, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive Employee will not (i) engage directly or indirectly, whether alone or as ownera shareholder, partner, shareholderofficer, director, manageremployee or consultant of any other business organization, consultantin any business activities which relate to the acquisition and consolidation of medical practices which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), agent(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, or (iii) solicit or encourage any officer, employee, co-venturer or otherwise, engage, participate consultant of the Company to leave its employ for employment by or invest in with any Competing Business anywhere competitor of the Company in the worldDesignated Industry. For purposes hereofThe parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry or (ii) serving as an officer, the term “Competing Business” shall mean any director, stockholder or employee of an entity engaged in the discoveryhealthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", development or commercialization of gene editing technology for human therapeutics. Notwithstanding as used herein, shall include those business activities which are the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit subject of a larger entity that competes with formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company as long as takes material action to implement within 12 months of the Executive’s activities for such line termination of business, division or unit do not involve work Employee's employment. Employee will continue to be bound by the Executive on matters that provisions of this Section 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are directly competitive with the Company’s business. Notwithstanding the foregoingdetermined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7(c) shall not 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment court or if other body having jurisdiction over the Company elects to waive the restrictions set forth in matter; and Employee agrees that this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive 9 as so amended will promptly (be valid and immediately upon request) notify the Company of binding as though any change in address and each subsequent employer invalid or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election unenforceable provision had not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementincluded herein.

Noncompetition. The Executive acknowledges (a) By Seller. For a period ending five (5) years after the Closing Date, neither Seller nor any of its Affiliates shall without the prior written consent of MEI, engage in any business which competes with the Optoelectronics Business as operated by MEI and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange forBuyer, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as an owner, consultant, manager, associate, partner, shareholderagent or otherwise, directoror by means of any corporate or other device anywhere in the World (such geographic area is hereafter referred to as the "Territory"); nor shall Seller nor any of its Affiliates for such period and in the Territory solicit orders, directly or indirectly, from any customer of MEI or Buyer for any products or services substantially similar to those manufactured, distributed and sold by the Optoelectronics Business, as operated by MEI and Buyer, as an owner, consultant, manager, consultantassociate, agentpartner, employee, co-venturer agent or otherwise, engageor by means of any corporate or other device; nor shall Seller nor any of its Affiliates for such period solicit for employment or employ any employee of the Optoelectronics Business who accepted employment with MEI or Buyer after the Closing Date and was employed by MEI or Buyer during the previous twelve (12) months. Seller further covenants and agrees that it shall not and it shall not permit any of its Affiliates, participate directly or invest indirectly, to use for its own behalf or on behalf of any third party or divulge to any third party any confidential information or trade secrets of the Optoelectronics Business. As used herein, confidential information shall consist of all information, knowledge or data in any Competing tangible or intangible form including personal files and notes, relating to the conduct of the Optoelectronics Business anywhere (including without limitation all trade secrets, designs, inventions, know-how, proprietary and business information, customer and prospective customer lists, prices and trade practices) which is not presently in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)public domain, or (ii) working for a line is not otherwise published or publicly available, unless published or made public through no fault of business, division or unit of a larger entity Seller. MEI and Buyer acknowledge and agree that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c10.1(a) shall reduce not restrict the activities of (a) Seller's terrestrial photovoltaic business relating to terrestrial solar cells and shall not be in addition torelated components thereof, and (b) any other pay that the Executive may be entitled Seller's biomedical business relating to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementimplanted biomedical devices and related instrumentation or components thereof.

Noncompetition. (i) The Executive acknowledges that (a) the Company is engaged in a continuous program of research, development, marketing, sales and agrees that production regarding natural and organic products throughout the United States and internationally (the foregoing, together with any other businesses in consideration and as a condition which the Company engages from the date hereof to the date of the termination of the Executive’s employment by with the Company and its subsidiaries is referred to herein as the “Company Business”); (b) the Company Business is national and international in exchange for, among other things, scope; and (c) the benefits agreements and covenants contained in this Agreement are necessary and essential to protect the business, goodwill, and customer relationships that the Company and its subsidiaries have expended significant resources to develop. (ii) In accordance with the foregoing and this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges hereby agrees that, during the term of the Executive’s employment with the Company and agrees is fair for a period of three year(s) after the termination of Executive’s employment with the Company due to a Termination Without Cause, Termination for Good Reason or Non-Renewal (it being understood and reasonable consideration agreed that is the provisions of this Section 6 shall not apply in the event Executive’s employment terminates for any reason without payment of the Additional Benefits), (the “Restricted Period”), the Executive will not, directly or indirectly, individually or on behalf of any person or entity other than the Company or any of its subsidiaries: (a) Provide Competing Services (as defined below) to any company or business (other than the Company or any subsidiary) engaged in the manufacture, or marketing of any of the Relevant Products (as defined below) to retailers in the Relevant Market Area (as defined below); or (b) Approach, consult, solicit or accept business from, or contact or otherwise communicate, directly or indirectly, in any way with any Customer (as defined below) in an attempt to (1) divert business from, or interfere with any business relationship of the Company or any of its subsidiaries, or (2) convince any Customer to change or alter any of such Customer’s existing contractual terms and conditions with the Company or any subsidiary. (iii) For purposes of this Agreement, the following terms shall have the meanings indicated: (a) To provide “Competing Services” means to provide, manage, supervise, or consult about (whether as an employee, owner, partner, stockholder (except to the extent provided in Section 6(a)(iv) below), joint venturer, lender (except to the extent provided in Section 6(a)(iv) below), director, manager, officer, employee, consultant, independent from contractor, representative or agent, or otherwise) any services that (1) are similar in purpose or function to services the continuation Executive provided to the Company or any subsidiary in the two year period preceding the termination of the Executive’s employment, during (2) might involve the Restricted Period use of confidential information concerning the Executive will not directly Company or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)its subsidiaries, or (ii3) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects business opportunities related to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementRelevant Products.

Noncompetition. (a) The Executive acknowledges and Seller agrees that in consideration and as for a condition period of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent three (3) full years from the continuation Closing Date, neither it nor any of its Affiliates (other than the Executive’s employmentPrincipals) shall: (i) engage, during the Restricted Period the Executive will not either directly or indirectly, whether as ownera principal or for its own account or solely or jointly with others, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest as stockholder in any Competing Business anywhere corporation or joint stock association, in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity business that competes with the Surviving Business as it exists on the Closing Date in the United States; provided that nothing herein shall prohibit the purchase or ownership of up to one percent (1%) of the outstanding stock of a publicly-traded company that competes with the Surviving Business; (ii) employ or solicit any employee, consultant or contractor employed by and/or affiliated with the Company as long as of the Executive’s activities for Closing Date, or any such line of business, division person whose employment or unit do not involve work by the Executive on matters that are directly competitive affiliation with the Company’s business. Notwithstanding the foregoing, this Section 7(cCompany has terminated within one (1) shall not be enforceable during the post-employment portion year of the Restricted Period if the Executive is terminated by Closing Date; or (iii) solicit any customers, clients or accounts of the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion as of the Restricted PeriodClosing Date, the Company shall pay the Executive at the rate of 50% or any former customer, client or account of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment Company. (the “Garden Leave Pay”b) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of If any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions provision contained in this Section 7(c6.04 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 6.04, but this Section 6.04 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 6.04 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) prior as shall be valid and enforceable under such applicable law. The Seller and Principals acknowledge that Buyer would be irreparably harmed by any breach of this Section 6.04 and that there would be no adequate remedy at law or in damages to executing compensate Buyer for any such breach. The Seller agrees that Buyer shall be entitled to seek injunctive relief requiring specific performance by the Seller of this AgreementSection 6.04, and the Seller consents to the entry thereof if obtained.

Noncompetition. (a) The Executive parties hereto acknowledge and agree that IFM is currently engaged in IFM's Activities throughout the Territory. IFM acknowledges that, to adequately protect the interests of Horizon in the Products Business, it is essential that any noncompete covenant with respect to the Products Business cover all of IFM and any company or organization in which IFM has a controlling equity interest (each such company or organization hereinafter referred to as a "Related Party"), all of IFM's Activities and the entire Territory. (b) IFM hereby covenants and agrees that the IFM and any Related Party shall not, in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, any manner during the Restricted Period the Executive will not Noncompete Period, directly or indirectly, whether as ownerengage in, partnerhave any equity or profit interest in, shareholdermake any loan to or for the benefit of, directoror render services (of any advertising, managermarketing, consultantsales, agentadministrative, employeesupervisory, co-venturer consulting or otherwiseany other nature) to, engage, participate or invest any business which engages in any Competing Business anywhere IFM's Activities in the world. For purposes hereofTerritory without the prior written consent of Horizon. (c) If a judicial determination is made that any of the provisions of this Section 11.2 constitutes an unreasonable or otherwise unenforceable restriction against any of the parties hereto, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization provisions of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow this Section 11.2 shall be deemed rendered void only to prohibit the Executive from (i) acquiringextent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, solely as an investment, shares each of capital stock (or other interests) of the parties hereto hereby agrees that any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, judicial authority construing this Section 7(c) Agreement shall not be enforceable during the post-employment empowered to sever any portion of the Restricted Period if Territory, any prohibited business activity or any time period from the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in coverage of this Section 7(c). If 11.2 and to apply the provisions of this Section 7(c) is enforced during 11.2 to the post-employment remaining portion of the Restricted PeriodTerritory, the Company shall pay remaining business activities or the Executive at remaining time period not so severed by such judicial authority. Moreover, notwithstanding the rate fact that any provision of 50% this Section 11.2 is determined not to be specifically enforceable, each of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay parties hereto shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may nevertheless be entitled to receive during the post-employment portion recover monetary Damages as a result of the Restricted Period. The Executive acknowledges having been advised by the Company any breach of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementany such provision.

Noncompetition. The Executive acknowledges (a) From and agrees after the Effective Time, until the fourth anniversary of the Closing Date (the “Covenant Period”), each of the Sellers agree that neither it nor any of its respective subsidiaries will anywhere in consideration and the world (i) directly or indirectly engage in the Fastener Business, or (ii) directly or indirectly invest in, manage, consult with, operate, participate in or control as a condition partner, stockholder or consultant, or otherwise have an equity interest exceeding five percent in, any Person that competes with the Fastener Business (the “Noncompetition Agreement”). Without limiting the foregoing, during the Covenant Period, none of the Executive’s employment by Sellers or any of their respective subsidiaries shall (i) directly or indirectly serve as a consultant to any of the Company and in exchange for, among other thingsSellers’, the benefits contained Buyer’s or any of their then subsidiaries competitors that compete with the Fastener Business, or (ii) engage or participate in this Agreementany effort or act to induce any of the customers, suppliers, associates or independent contractors of the Fastener Business, the Buyer or any of the Buyer’s Table of Contents subsidiaries to take any action or refrain from taking any action or inaction that could be reasonably be foreseen to be disadvantageous to the Fastener Business, the Buyer or the Buyer’s subsidiaries, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereoflimitation, the term “Competing solicitation of any of such parties to cease doing business with the Fastener Business” shall mean any entity engaged in , the discovery, development Buyer or commercialization of gene editing technology for human therapeuticsthe Buyer’s subsidiaries. Notwithstanding the foregoing, nothing contained hereinabove during the Covenant Period, none of the Sellers or hereinbelow any of their subsidiaries shall be deemed to prohibit the Executive prohibited from (ii)(x) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2acquiring a business if no more than 10% of its revenues are derived from activities that are competitive with the Fastener Business or (y) acquiring a business if more than 10% of its revenues are derived from activities that are competitive with the Fastener Business so long as the Sellers or their subsidiaries use commercially reasonable efforts to sell, discontinue or otherwise dispose of such corporation’s business within a reasonable period of time after it is acquired (or other entity’sbut no later than 12 months after such acquisition) then outstanding shares of capital stock (or equity interest), or (ii) working for engaging in the businesses operated by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Company and the APS division of ▇▇▇▇▇▇▇▇▇ Holding as such businesses are operated as of the Closing Date. (b) For a line period of businessfour years after the Effective Time, division neither the Parent nor any of its subsidiaries shall solicit or unit rehire (other than as a result of a larger entity public advertisement or general solicitation not specifically targeted at Fastener Business Employees) any Fastener Business Employees, unless the Buyer consents in writing to such solicitation or rehire, provided that competes with the Company as long as foregoing will not (i) prevent the ExecutiveParent from soliciting or rehiring any such Fastener Business Employees after the termination of such employee’s activities for such line of business, division or unit do not involve work employment by the Executive on matters Buyer or any of its subsidiaries, (ii) prohibit the Parent from placing public advertisements or conducting any other form of general solicitation which is not specifically targeted at Fastener Business Employees or (iii) prohibit the Parent from soliciting or rehiring any Fastener Business Employee if such employee has not been employed by the Buyer for 12 consecutive months. For a period of four years after the Effective Time, neither the Buyer nor any of its subsidiaries shall solicit or hire any employee of the Parent or any of its subsidiaries, unless the Parent consents in writing to such solicitation or hire, provided that are directly competitive the foregoing will not (i) prevent the Buyer from soliciting or hiring any such employee of the Parent after the termination of such employee’s employment by the Parent or any of its subsidiaries, (ii) prohibit the Buyer from placing public advertisements or conducting any other form of general solicitation which is not specifically targeted at employees of the Parent, (iii) prohibit the Buyer from soliciting or hiring any employee of the Parent if such employee has not been employed by the Parent for 12 consecutive months or (iv) prohibit the Buyer from hiring any Transferred Employees in accordance with Section 6.1(a). (c) It is the Company’s businessintention of the parties to this Agreement that the provisions of this Section 5.10 shall be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding the foregoingIf any particular provisions or portion of this Section 5.10 shall be adjudicated to be invalid or unenforceable, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable; such amendment to apply only with respect to the operation of Executive’s post-employment noncompetition obligations under this such Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and in the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be particular jurisdiction in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementwhich such adjudication is made.

Noncompetition. The Executive acknowledges Sellers recognize that Buyer's decision to enter into this Agreement is induced primarily because of the covenants and agrees assurances made by Sellers in this Agreement; that Sellers' covenant not to compete is necessary to ensure the continuation of the business and the reputation of Buyer; and that irrevocable harm and damage will be done to Buyer if Sellers compete with Buyer within certain specified areas. Therefore, in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained promises of Buyer in this Agreement, including without limitation Sellers covenant and agree that during the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation term of the Executive’s employmentManagement Services Agreement, during and for a period of one (1) year after the Restricted Period termination or expiration of the Executive will Management Services Agreement, Sellers, through Existing Practice or individually, shall not directly or indirectlyindirectly own, whether as ownermanage, partneroperate, shareholdercontrol, director, manager, consultant, agent, employee, co-venturer or otherwise, engagebe otherwise associated with, participate in the management or invest control of, be employed by, consult with, lend funds to, lend Sellers' or Existing Practice's name to, receive any remuneration from or maintain any interest whatsoever in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from enterprise (i) acquiringhaving to do with the provision, solely as an investmentdistribution, shares of capital stock (marketing, promotion, or other interests) advertising of any corporation type of management or administrative services or products to third parties in competition with the Buyer within ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any Parish in which Existing Practice provides medical services (or other entitythe "Existing Practice Area") not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line offering any type of business, division service(s) or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work product(s) to third parties similar to those offered by the Executive on matters that are directly competitive with Buyer in the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c)Existing Practice Area. If Section 7(c) is enforced during the post-employment portion Sellers breach any obligation of the Restricted Periodthis Section, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid in addition to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations remedies available under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) Agreement, at law or in equity, Buyer shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during enforce this Agreement by injunctive relief and by specific performance of this Agreement, such relief to be without the post-employment portion necessity of posting a bond, cash or otherwise. Sellers acknowledges the Restricted Period. The Executive acknowledges having been advised by the Company damages that would result from a violation of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c11 would be Two Hundred Fifty Thousand Dollars ($250,000.00). Sellers shall pay to Buyer in cash this amount within thirty (30) prior days after Buyer notify Sellers that Sellers has breached this Section 11 or after a final binding judgement. If any provision of this restrictive covenant is held by a court of competent jurisdiction to executing this Agreementbe unenforceable due to an excessive time period, geographic area, or restricted activity, the restrictive covenant shall be reformed to comply with the time period, geographic area, or restricted activity that would be held enforceable.

Noncompetition. (a) The Executive acknowledges and Seller agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation Closing Date through sixty (60) months after the date thereof, neither it nor any of the Executive’s employmentits Subsidiaries shall, during the Restricted Period the Executive will not directly independently or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in through any Competing Business other Person: (i) engage anywhere in the world. For purposes hereofUnited States and Canada in any enterprise engaged in the business of manufacturing, packaging, marketing, selling or otherwise distributing animal health products (the term “Competing "Restricted Business” ") (and, for the purpose of clarity, with respect to marketing, telemarketing, on-line services and other forms of marketing, this activity shall mean be deemed to be conducted in any place where the mail, telephone communication, computer signal or other marketing medium is received); or (ii) acquire or own any interest in any entity engaged in a Restricted Business and which derives sales from the discoveryRestricted Business in an amount greater than 20% of its total sales from all of its businesses (provided that the Seller or any of its Subsidiaries may hereafter acquire an interest in any enterprise engaged in a Restricted Business so long as the Seller causes, development to the extent it can so cause, such enterprise to use reasonable commercial efforts to divest, as soon as reasonably practicable, a portion of its interest in such Restricted Business such that the 20% sales test set forth above would not be exceeded after such divestiture or, if the Seller cannot so cause, the Seller divests its interest in such entity as soon as reasonably practicable). (b) Anything to the contrary herein notwithstanding, in no event shall this Section 6.20 prevent, or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit prevent, the Executive from Seller or any Subsidiary of the Seller from: (i) acquiring, solely as an investment, shares of capital stock (or other interests) of engaging in any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or business anywhere in the world outside the United States and Canada; (ii) working for acquiring up to 10% (in the aggregate) of the outstanding common stock of any publicly traded company engaged in a line of businessRestricted Business; (iii) manufacturing, division packaging, marketing, selling, distributing or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division otherwise using or unit do not involve work licensing Novasome Technology and improvements thereto or other technology developed or acquired by the Executive on matters Seller or any of its Subsidiaries for use in products other than animal health products; (iv) exercising any of its rights or performing any of its obligations under the Supply Agreement; or (v) supplying (including the manufacture and packaging for) or licensing third parties with Novasome Technology (or products manufactured, formulated or otherwise made with or incorporating or containing Novasome Technology) for marketing, sale, distribution or other use by such third parties in products that are directly competitive with not Technology Products in the Company’s business. Notwithstanding Field. (c) With respect to the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions restrictive covenants set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period6.20, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (Seller acknowledges and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant the restrictive covenants contained herein are reasonable as to this Section 7(ctime, scope and area and are not unduly burdensome on the Seller or its Subsidiaries. (d) shall reduce (and shall not be The restrictive covenants contained herein are in addition to) to any other pay that rights the Executive Buyer may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained have in this Section 7(c) prior to executing this Agreementlaw or at equity.

Noncompetition. The Executive acknowledges and agrees that in In consideration and as a condition of the Executive’s employment by mutual covenants -------------- provided for herein to the Company and in exchange for, among other things, Sellers at the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentClosing, during the Restricted Period period beginning on the Executive will Closing Date and ending on the second anniversary of the Closing Date (the Noncompete Period"), none of the Sellers (and none of the beneficiaries of ------------------ any Seller that is a trust) (collectively, the "Noncompeting Parties") shall -------------------- engage, and each of the Sellers shall cause the Noncompeting Parties that are not directly or indirectlythemselves Sellers to not engage, (whether as an owner, partneroperator, shareholdermanager, employee, officer, director, manager, consultant, agentadvisor, employee, co-venturer representative or otherwise, engage, participate ) directly or invest indirectly in any Competing Business anywhere business that the Company or any of its Subsidiaries conducts or proposes to conduct as of the Closing Date in any of the world. For purposes hereofLouisiana parishes listed on the Noncompete Schedule attached hereto or in ------------------- any other geographic area outside of Louisiana in which the Company or any of its Subsidiaries conducts its business as of the Closing Date, except as expressly permitted under any employment agreement with the term “Competing Business” Company executed at the Closing as contemplated hereunder; provided that ownership of less than 2% of the outstanding stock of any publicly-traded corporation shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall not be deemed to prohibit be engaging solely by reason thereof in any of its businesses. The parties hereto agree that the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)10.12 is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7(c10.12(a) is enforced during invalid or unenforceable, the post-employment portion Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Periodtime within which the judgment may be appealed. During As further consideration for the Restricted Period Executive will promptly (and immediately upon request) notify obligations of the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received Sellers pursuant to this Section 7(c) 10.12, the Purchaser shall reduce pay to the Sellers $200,000 in cash on the Closing Date, allocated among the Sellers in accordance with the Schedule of Members (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period"Noncompete Payment"). The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.------------------- ------------------

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition Until one (1) year after termination of the Executive’s Employee's employment by the Company and in exchange forhereunder, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive Employee will not (i) engage directly or indirectly, whether alone or as ownera shareholder, partner, shareholderofficer, director, manageremployee or consultant of any other business organization, consultantin any business activities which relate to the acquisition and consolidation of medical practices which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), agent(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, or (iii) solicit or encourage any officer, employee, co-venturer or otherwise, engage, participate consultant of the Company to leave its employ for employment by or invest in with any Competing Business anywhere competitor of the Company in the worldDesignated Industry. For purposes hereofThe parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry or (ii) serving as an officer, the term “Competing Business” shall mean any director, stockholder or employee of an entity engaged in the discoveryhealthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted," as used herein, development or commercialization of gene editing technology for human therapeutics. Notwithstanding shall include those business activities which are the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit subject of a larger entity that competes with formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company as long as takes material action to implement within 12 months of the Executive’s activities for such line termination of business, division or unit do not involve work Employee's employment. Employee will continue to be bound by the Executive on matters that provisions of this Section 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are directly competitive with the Company’s business. Notwithstanding the foregoingdetermined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7(c) shall not 9 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment court or if other body having jurisdiction over the Company elects to waive the restrictions set forth in matter; and Employee agrees that this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive 9 as so amended will promptly (be valid and immediately upon request) notify the Company of binding as though any change in address and each subsequent employer invalid or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election unenforceable provision had not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementincluded herein.

Noncompetition. The Executive acknowledges Sellers and agrees the Stockholder acknowledge that they are receiving significant economic benefits by reason of the consummation of the transactions contemplated hereby, that they have become familiar with the trade secrets and other confidential information concerning the Business, that their services to the Business have been unique in nature and that the Purchaser would be irreparably damaged if they were to compete with the Purchaser. Accordingly, in consideration and as a condition of the Executive’s employment by mutual covenants provided for herein to the Company Sellers and in exchange for, among other things, the benefits contained in this Agreement, including without limitation Stockholder at the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentClosing, during the Restricted Period period beginning on the Executive will not directly Closing Date and ending on the fifth anniversary of the Closing Date (the "Noncompete Period"), none of the Sellers or indirectly, the Stockholder shall engage (whether as an owner, partneroperator, shareholdermanager, employee, officer, director, manager, consultant, agentadvisor, employee, co-venturer representative or otherwise, engage, participate ) directly or invest indirectly in any Competing Business anywhere business that is involved in the world. For purposes hereofmarketing, sales, distribution, financing or service of private passenger automobile liability insurance products in Chicago, Illinois or any area located within 50 miles of Chicago, Illinois; provided that ownership of less than 2% of the term “Competing Business” outstanding stock of any publicly-traded corporation shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall not be deemed to prohibit be engaging solely by reason thereof in any of its businesses; provided, further, that the Executive nothing in this Section 7.9(a) shall prevent the Sellers and the Stockholder from selling "commercial lines" insurance policies (iincluding, without limitation, automobile insurance to commercial drivers, including, without limitation, taxi cab drivers) acquiring, solely or serving as an investment, shares agent of capital stock (or other interests) Purchaser in the sale of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity private passenger automobile liability insurance products. The parties hereto agree that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)7.9 is reasonable with respect to its duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7(c7.9(a) is enforced during invalid or unenforceable, the post-employment portion Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Period. During time within which the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive judgment may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementappealed.

Noncompetition. The Executive acknowledges In connection with Buyer entering into the Merger Agreement and agrees that in for the consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in to be paid under this Agreement, including without limitation ▇▇▇▇▇▇▇▇ agrees that: (a) For a period of four years after the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation Effective Time of the Executive’s employmentMerger: (i) ▇▇▇▇▇▇▇▇ agrees not to compete, during directly or indirectly (including as an officer, director, partner, employee, consultant, independent contractor, or equity holder of any entity) with Buyer or any of its subsidiaries in any way concerning (including by permitting his name to be used in connection with) the Restricted Period ownership, development or management of any gaming operation or facility within a 75-mile radius of any gaming operation or facility with respect to which Buyer or any of its subsidiaries has an ownership interest or renders or is actively negotiating to render management services; provided, however, that ▇▇▇▇▇▇▇▇ may purchase or otherwise acquire up to (but not more than) 5% of any class of securities of any gaming enterprise which owns a facility within such radius (but without otherwise participating in the Executive activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. Notwithstanding the preceding sentence, with regard to any gaming operation or facility owned or managed by Buyer: (i) located in Las Vegas, Nevada, such radius shall be a 25-mile radius; or (ii) with respect to which Buyer has not filed regulatory applications or publicly indicated an intention to conduct business in such location prior to ▇▇▇▇▇▇▇▇ entering into a written agreement for gaming activities within a 75-mile radius of such location, ▇▇▇▇▇▇▇▇ shall not be deemed to be in breach of the provisions hereof. ▇▇▇▇▇▇▇▇ agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (ii) ▇▇▇▇▇▇▇▇ will not not, directly or indirectly, whether either for himself or any other person or entity, (A) induce or attempt to induce any employee of Lady Luck or Buyer or any of their subsidiaries or the Hotel to leave the employ of Lady Luck or Buyer or any of their subsidiaries or the Hotel, (B) in any way interfere with the relationship between Lady Luck or Buyer and any employee of Lady Luck or Buyer or their subsidiaries or the Hotel, (C) employ, or otherwise engage as owner, partner, shareholder, director, manager, consultant, agent, an employee, co-venturer independent contractor, or otherwise, engageany then current employee of Lady Luck, participate Buyer or invest any of their subsidiaries or the Hotel, or (D) induce or attempt to induce any customer, supplier, licensee, or business relation to cease doing business with, or in any Competing Business anywhere way interfere with the relationship between any customer, supplier, licensee, or business relation of Lady Luck or Buyer or their subsidiaries or the Hotel. (iii) ▇▇▇▇▇▇▇▇ will not, directly or indirectly, either for himself or any other person or entity, solicit the business of any person known to ▇▇▇▇▇▇▇▇ to be a customer of Lady Luck or Buyer or any of their subsidiaries or the Hotel, whether or not ▇▇▇▇▇▇▇▇ had personal contact with such person, with respect to activities which compete in whole or in part with the world. For purposes hereofBuyer; (b) In the event of a breach by ▇▇▇▇▇▇▇▇ of any covenant set forth in subsection 4(a) of this Agreement, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work covenant will be extended by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion period of the Restricted Period if duration of such breach; and (c) ▇▇▇▇▇▇▇▇ and Buyer hereby agree not to make any statements, in writing or otherwise, that may disparage the Executive is terminated by the Company without Cause, is laid off from employment reputation or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion character of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly other (and immediately upon requestGemini if ▇▇▇▇▇▇▇▇ shall retain ownership) notify or any of Buyer's or Gemini's subsidiaries, affiliates, officers, directors, employees, agents, stockholders, partners, members, successors and assigns both individually and in their official capacities with such party at any time for any reason whatsoever, except as required by law or as required in connection with any litigation or administrative proceeding by or between Buyer and ▇▇▇▇▇▇▇▇ in which the Company of party making such statement has been subpoenaed and is required by law to give testimony and in any change in address litigation or administrative proceeding by and each subsequent employer or business activity including the name between Buyer and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement▇▇▇▇▇▇▇▇.

Noncompetition. The Executive acknowledges and agrees that in In consideration and as a condition of the Executive’s employment purchase by the Buyer of the Common Stock and good will of the Company and in exchange forof the mutual covenants provided for herein to each Significant Seller (other than ARAMARK Organizational Services, among other thingsInc., successor by merger to ARAMARK Health & Education Services, Inc. ("Aramark")) and each Individual Covenantor (collectively, the benefits contained in this Agreement"Covenantors"), including without limitation except as otherwise agreed by the opportunity Buyer, each Significant Seller (other than Aramark) agrees to receive enhanced post-employment severance benefits, which the Executive acknowledges not engage and agrees is fair to cause Holdings and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will its Subsidiaries to not directly or indirectly, engage and each Individual Covenantor agrees to not engage (whether as an owner, partneroperator, shareholdermanager, employee, officer, director, manager, consultant, agentadvisor, employeerepresentative, co-venturer or otherwise) directly or indirectly in the Military Line of Business during the Noncompete Period applicable thereto or in the Non-Military Line of Business during the Noncompete Period applicable thereto. Notwithstanding anything to the contrary herein, engagethe provisions of this Section 12.1(a) and the provisions of Section 12.1(b) shall be subject to the following limitations: (i) such Sections shall not apply to any Affiliates of the Significant Sellers (other than Aramark and Holdings and its Subsidiaries and the Individual Covenantors); (ii) if Holdings or its Subsidiaries are acquired by a third party, participate or invest the provisions of such Sections shall not apply to such third party (but shall continue to apply to the acquired Persons); (iii) ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow its businesses; and (iv) no Person shall be deemed to prohibit the Executive from (i) acquiring, be in breach of such Sections solely as an investmenta result of owning a direct or indirect interest in a business whose other owner engages in the activities prohibited hereunder. The parties hereto agree that, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c). If Section 7(c) 12 is enforced during determined to be invalid or unenforceable, the post-employment portion parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 after the expiration of the time within which the judgment may be appealed. Notwithstanding anything herein to the contrary, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (Sellers and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans their Affiliates and the nature Holdings and its Subsidiaries may continue to engage in or to pursue healthcare business operations in military penal facilities and in community hospitals where such business is, or is part of, the delivery of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementcorrectional healthcare, behavioral or substance abuse treatment.

Noncompetition. (a) The Executive acknowledges and agrees that for the duration of his employment and for a period three (3) years from the date of termination thereof, he will not, on his own behalf or on behalf of any other person or entity, hire, solicit, or encourage to leave the employ of the Corporation or its subsidiaries, affiliates or licensees any person who is an employee of any of such companies. (b) The Executive agrees that for the duration of his employment and for a period of three (3) years from the date of termination thereof, the Executive will take no action which is intended, or would reasonably be expected, to harm (e.g. making public derogatory statements or misusing confidential Corporation information, it being acknowledged that the Executive's employment with a competitor in consideration and as a condition of itself shall not be deemed to be harmful to the Corporation for purposes of this Section 8(b)) the Corporation or any of its subsidiaries, affiliates or licensees or their reputation. (c) The Executive agrees that during the duration of his employment and; (i) in the event of the Executive’s 's termination of employment due to the Executive's resignation without Good Reason, until the later of (x) five (5) years from the date of this Agreement and (y) two (2) years from the date of such termination of employment; and (ii) in the event of the Executive's termination of employment by the Company and in exchange forCorporation without Cause or the Executive's resignation for Good Reason pursuant to Section 5(b), among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent for two (2) years from the continuation date of such termination of employment; and (iii) in the event of the Executive’s 's termination of employment by the Corporation for Cause, at the election of the Corporation in consideration for the payment to the Executive of an amount equal to the Executive's salary and annual incentive bonus (equal to the average annual incentive bonus paid to the Executive over the preceding two years) for each year within such period, for a period of up to two (2) years from the date of such termination of employment, then, during the Restricted Period period specified in clause (i), (ii) or (iii) above, as applicable, the Executive will not shall not, directly or indirectly, whether (A) engage in any "Competitive Business" (as ownerdefined below) for his own account, (B) enter into the employ of, or render any services to, any person engaged in a Competitive Business, or (C) become interested in any entity engaged in a Competitive Business, directly or indirectly as an individual, partner, shareholder, officer, director, manager, consultantprincipal, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.,

Noncompetition. The (a) Executive acknowledges recognizes that the Company's willingness to enter into this Agreement is based in material part on Executive's agreement to the provisions of this paragraph 9 and that Executive's breach of the provisions of this paragraph 9 could materially damage the Company. Executive will not, during the remaining term of his employment with the Company and for a period of one year after the Employment Termination Date: (i) carry on or engage in any business in direct competition with the construction, conversion or repair of marine vessels or the fabrication of modular components for offshore drilling rigs or floating production, storage and offloading vessels (collectively, the "Businesses") of the Company or any direct or indirect subsidiary of ▇▇▇▇▇▇ (collectively, the "Companies") in any State of the United States or other jurisdiction, or specified portions thereof, in which the Executive regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or its subsidiaries, as identified in Appendix "A" attached hereto and forming a part of this Agreement, so long as the Company or any of its subsidiaries carries on any of the Businesses therein (collectively the "Territory"); (ii) call upon any person who is, at that time, an employee of any of the Companies for the purpose or with the intent of enticing such employee away from or out of the employ of any of the Companies (provided, that this clause (ii) shall not apply with respect to Executive's son who is currently employed by the Company); (iii) call upon any customer of any of the Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with any of the Companies within the Territory; (iv) call upon any prospective acquisition candidate, on Executive's own behalf or on behalf of any competitor, which candidate was, to Executive's knowledge after due inquiry, either called upon by any of the Companies or for which any of the Companies made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of any of the Companies to any person, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that any of the Companies has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Executive from acquiring as an investment (i) not more than 1% of the capital stock of a competing business, whose stock is traded on a national securities exchange, the Nasdaq Stock Market or similar market or (ii) not more than 5% of the capital stock of a competing business whose stock is not publicly traded unless the Board consents to such acquisition. Furthermore, notwithstanding the above, the foregoing covenant shall not prohibit Executive from carrying on or engaging in the construction of aluminum marine vessels, as long as such activity is not conducted in association in any manner with any company with which the Company has had acquisition discussions within the past two years. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenant may be enforced by the Company, in consideration the event of breach by him, by injunctions and as restraining orders. Executive further agrees to waive any requirement for the Company's securing or posting of any bond in connection with such remedies. (c) The parties hereto agree that the foregoing covenants in this paragraph 9 impose a condition reasonable restraint on Executive in light of the activities and business of the Companies on the date of the execution of this Agreement and the current plans of the Companies. (d) It is further agreed by the parties hereto that in the event that after the Employment Termination Date Executive enters into a business or pursues other activities not in competition with the Businesses of the Companies or similar activities or businesses in locations the operation of which, under such circumstances, does not violate clause (a)(i) of this paragraph 9, and in any event such new business, activities or location are not in violation of this paragraph 9 or of Executive’s employment 's obligations under this paragraph 9, if any, Executive shall not be chargeable with a violation of this paragraph 9 if the Companies shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (e) The covenants in this paragraph 9 are severable and separate, and the enforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unenforceable, then it is the intention of the parties that such restrictions be enforced to the fullest extent permitted by law, and the Agreement shall thereby be reformed. (f) All of the covenants in this paragraph 9 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (g) The Company and Executive hereby agree that this covenant is a material and substantial part of this Agreement. (h) Executive acknowledges that the severance payment provided under paragraph 3(b) is conditioned upon Executive's fulfilling the noncompetition and nondisclosure provisions of this Agreement as set forth in exchange forthis paragraph 9 and paragraph 10 below. In addition, among other thingssuch payment is conditioned upon Executive's refraining, for a one year period following the benefits Employment Termination Date, from carrying on or engaging in, as an employee, officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an executive, independent contractor, consultant or advisor, or as a sales representative or otherwise, any business in direct competition with the Businesses of the Companies in the Territory (except as provided in paragraph 9(a) with respect to construction of aluminum marine vessels), to the extent such activity is not prohibited by paragraph 9(a). In the event Executive shall at any time materially breach any noncompetition or nondisclosure agreements contained in this Agreement, including without limitation the opportunity agreements in this paragraph 9(h), the Executive shall forfeit to receive enhanced post-employment the Company, and promptly repay to the Company, a pro rata portion of the severance benefitspayment corresponding to the period of such breach (i.e., $195,290 times the quotient of the number of days during which the breach occurs divided by 365). Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation any such forfeiture of payments would be an exercise of the Company's right to terminate its performance hereunder upon Executive’s employment, during 's breach of this Agreement and would not constitute and shall not be characterized as the Restricted Period imposition of liquidated damages. It is specifically understood by the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in parties that the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization provisions of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed paragraph 13 of this Agreement apply to prohibit the Executive from this paragraph 9. (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with Any dispute regarding the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion reasonableness of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenants and agreements set forth in this Section 7(c). If Section 7(c) is enforced during paragraph 9 or the post-employment portion territorial scope or duration thereof or the remedies available to the Company upon any breach of such covenants and agreements, shall be governed by and interpreted in accordance with the laws of the Restricted PeriodState of United States or other jurisdiction in which the alleged prohibited competing activity or disclosure occurs, and with respect to each such dispute, the Company shall pay and Executive each hereby irrevocably consent to the Executive at the rate of 50% exclusive jurisdiction of the highest annualized base salary paid state and federal courts sitting in the relevant State (or, in the case of any jurisdiction outside the United States, the relevant courts of such jurisdiction) for resolution of such dispute, and agree to be irrevocably bound by any judgment rendered thereby in connection with such dispute, and further agree that service of process may be made upon him or it in any legal proceeding related to this paragraph 9 and/or Appendix "A" by any means allowed under the laws of such jurisdiction. Each party irrevocably waives any objection he or it may have as to the Executive within the two year period preceding the last day venue of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change such suit, action or proceeding brought in address and each subsequent employer such a court or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activitiesthat such a court is an inconvenient forum. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay parties agree that it is their intent and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay desire that the Executive may provisions of this Agreement be entitled enforced to receive during the post-employment portion fullest extent permitted under applicable law, whether now or hereafter in effect, and therefore, to the extent permitted by applicable law, the parties hereto waive any provision of the Restricted Period. The Executive acknowledges having been advised by the Company applicable law that would render any provision of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementparagraph 9 invalid or unenforceable.

Noncompetition. The (a) In consideration for the Company’s providing the Executive acknowledges with Confidential Information during the Employment Period and the other benefits provided by this Agreement, the Executive agrees that while employed by the Company and for the Restricted Period (as defined below), the Executive shall not, unless the Executive receives the prior written consent of the Board, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in consideration and or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any person that competes with the Company in the field of neurostimulation in a condition matter covered by a Company patent; provided, however, that following the Executive’s termination of employment with the Company the foregoing restriction shall apply only to those areas where the Company is actually doing business on the date of such termination of employment. The Restricted Period shall be (i) the one-year period following the mutual termination of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line in all other cases, the two-year period beginning on the Date of business, division or unit Termination. (b) The Executive has carefully read and considered the provisions of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause12 and, is laid off from employment or if the Company elects to waive having done so, agrees that the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of 12 (including the Restricted Period, scope of activity to be restrained and the Company shall pay geographical scope) are fair and reasonable and are reasonably required for the Executive at the rate of 50% protection of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion interests of the Restricted Period. During the Restricted Period Executive will promptly (Company, its officers, directors, employees, creditors and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Periodshareholders. The Executive acknowledges having been advised by understands that the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c12 may limit his ability to engage in a business similar to the Company’s business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (c) prior It is specifically agreed that the Restricted Period following termination of employment, during which the agreements and covenants of the Executive made in Sections 11 and 12 shall be effective, shall be computed by excluding from such computation any time which the Executive is in violation of the provisions of such Sections. (d) In the event that any provision of this Section 12 relating to executing this Agreementthe Restricted Period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the Restricted Period and/or areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or areas.

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition Until one year after termination of the Executive’s Employee's employment by with the Company and in exchange forfor any reason, among other thingswhether voluntary or involuntary, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive Employee will not (i) engage directly or indirectly, whether alone or as ownera shareholder, partner, shareholderofficer, director, manageremployee or consultant of any other business organization, consultantin any business activities which relate to the acquisition and consolidation of, agentor consulting, management or similar services for, dental practices which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), (ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, or (iii) solicit or encourage any officer, employee, co-venturer or otherwise, engage, participate consultant of the Company to leave its employ for employment by or invest in with any Competing Business anywhere competitor of the Company in the worldDesignated Industry. For purposes hereofThe parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry or (ii) serving as an officer, the term “Competing Business” shall mean any director, stockholder or employee of an entity engaged in the discoveryhealthcare industry whose business operations are not competitive with those of the Company. "Proposed to be Conducted", development or commercialization of gene editing technology for human therapeutics. Notwithstanding as used herein, shall mean those business activities which are the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit subject of a larger entity that competes with formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company as long as takes material action to implement within 12 months of the Executive’s activities for such line termination of business, division or unit do not involve work Employee's employment. Employee will continue to be bound by the Executive on matters that provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 8 are directly competitive with the Company’s business. Notwithstanding the foregoingdetermined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7(c) shall not 8 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment court or if other body having jurisdiction over the Company elects to waive the restrictions set forth in matter; and Employee agrees that this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive 8 as so amended will promptly (be valid and immediately upon request) notify the Company of binding as though any change in address and each subsequent employer invalid or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election unenforceable provision had not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementincluded herein.

Noncompetition. The Executive acknowledges and agrees that in In consideration and as a condition of the Executive’s employment by mutual covenants provided for herein to the Company and in exchange for, among other things, Seller Entities at the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentClosing, during the Restricted Period period beginning on the Executive will not directly or indirectlyClosing Date and ending on the third anniversary of the Closing Date (the "NONCOMPETE PERIOD"), the Seller Entities shall not, and the Seller Entities shall cause their Affiliates to not, engage (whether as an owner, partneroperator, shareholdermanager, employee, officer, director, manager, consultant, agentadvisor, employeerepresentative, co-venturer or otherwise, engage, participate ) directly or invest indirectly in any Competing Business Acquired Company's business as presently conducted which is the business that provides home or community based services to (i) at-risk children and youth who are behaviorally and/or medically involved, (ii) individuals with mental retardation and/or development disabilities, (iii) individuals with acquired brain injury or (iv) the elderly, in each case, anywhere within the United States; provided, that engaging in the world. For purposes hereofexisting business of the Seller Entities and their other Affiliates (including, without limitation, participation in joint ventures) as currently conducted on the term “Competing Business” date hereof shall mean any entity engaged in the discovery, development or commercialization not be deemed a violation of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow ; provided further that ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to prohibit be engaging solely by reason thereof in any of its businesses. The Parties hereto agree that the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)SECTION 9.5 is reasonable with respect to its duration, geographical area, and scope. If Section 7(c) the final judgment of a court of competent jurisdiction declares that any term or provision of this SECTION 9.5 is enforced during invalid or unenforceable, the post-employment portion Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Period. During time within which the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive judgment may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementappealed.

Noncompetition. The Executive acknowledges and (a) Seller agrees that in consideration for a period of three full years from the Closing Date and as each Covenantor agrees that for a condition period equal to the later of (x) three years from the Executive’s employment Closing Date and (y) if such Covenantor shall be employed by the Company and in exchange forParent, among other thingsBuyer or their Affiliates, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion termination of the Restricted Period, neither it nor any of its Affiliates shall, except as an employee of or consultant to Parent, Buyer or their Affiliates: (i) engage, either directly or indirectly, as a principal or for its own account, or solely or jointly with others, or as a stockholder in any corporation or joint stock association, in any business that competes with the Company shall pay Business as it exists on the Executive at Closing Date; or (ii) employ or solicit, or receive or accept the rate performance of 50% services by, any Transferred Employee; or (iii) advise any customer or supplier of the highest annualized base salary paid Business with respect to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion its business relationship with Seller, Parent, Buyer or their Affiliates. Further, none of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company foregoing provisions shall prohibit any Covenantor or any affiliate of any change in address Covenantor from making and each subsequent employer or business activity including the name and address retaining investments of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(cmore than five percent (5%) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company equity securities of the right to consult with counsel regarding the noncompetition restrictions any entity engaged in a competitive activity, if such entity is listed on a national securities exchange or regularly traded in an over-the-counter market. (b) If any provision contained in this Section 7(cshall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) prior as shall be valid and enforceable under such applicable law. Seller and each Covenantor acknowledges that Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to executing compensate Buyer for any such breach. Seller and each Covenantor agrees that Buyer shall be entitled to injunctive relief requiring specific performance by Seller or such Covenantor of this AgreementSection, and Seller and such Covenantor consents to the entry thereof.

Noncompetition. (a) Executive agrees that while employed by the Company and for a three year period following the termination of such employment, Executive will not, without the prior written consent of the Board of Directors of the Company, directly or indirectly: (i) own, manage, operate, control or participate in, or be associated with as a director, officer, shareholder, partner, joint venturer, employee, consultant or otherwise, any business which provides medical transcription services or any other services provided or performed by the Company during the term of Executive's employment, which compete, directly or indirectly, with the Company in any city or other geographic area where any business is carried on by the Company or any of its subsidiaries within the twelve month period immediately preceding the termination of his employment (a "Prohibited Business"); (ii) become financially interested in any person or entity engaged in any such Prohibited Business; (iii) employ or solicit any employee of the Company either to work for him personally or on behalf of any other person or entity whether or not engaged in a Prohibited Business; or (iv) solicit any client or customer of the Company with which Executive had substantial contact or oversight responsibility within the twelve month period immediately preceding the termination of his employment for the provision of services constituting a Prohibited Business. Notwithstanding the foregoing, Executive shall not be deemed to be engaged in a Prohibited Business solely by reason of his ownership of not more than 5% of any class of securities registered under the Securities Act of 1933, as amended, even if the issuer of such class of securities is engaged in a Prohibited Business. (b) In connection with the foregoing provisions of this Section 3, the Executive represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Executive further agrees that the limitations set forth in this Section 3 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its subsidiaries. It is understood and agreed that the covenants made by the Executive in this Section 3 shall survive the expiration or termination of this Agreement. (c) The Executive acknowledges and agrees that in consideration and as a condition remedy at law for any breach or threatened breach of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation provisions of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not 3 would be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Causeinadequate and, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Periodtherefore, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that the Company and any Garden Leave Pay received pursuant to this Section 7(c) of its subsidiaries shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion seek injunctive relief in addition to any other available rights and remedies in cases of the Restricted Period. The Executive acknowledges having been advised by any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementits subsidiaries from pursuing any other rights and remedies available for any such breach or threatened breach.

Noncompetition. The Executive acknowledges As an inducement for Buyer to enter into and consummate the Stock Purchase Agreement and in exchange for the consideration paid to Seller under the Stock Purchase Agreement, Seller agrees that in consideration that: (a) For a period of five years after the date hereof and as a condition within 250 miles of any of the Executive’s employment manufacturing, distribution or cold storage warehouse facilities owned or leased by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation as of the Executive’s employmentdate hereof, during the Restricted Period the Executive except with respect to that certain Warehouse Storage and Services Agreement entered into on April 1, 1998, Seller will not not, directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with, or in any Competing Business anywhere manner connected with, lend Seller's name or any similar name to, lend Seller's credit to, or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of Buyer as it relates to the production, distribution, transportation, and sale of ice products, or the cold storage warehouse business, as of the date hereof. Seller agrees that this covenant is reasonable with respect to its duration, geographical area, and scope Notwithstanding the above, Seller may own, operate or manage any cold storage warehouse in which it receives a controlling ownership interest as a result of any acquisition by Seller of the stock or assets of any entity engaged primarily in the world. For purposes hereofpoultry business, provided that such cold storage warehouse is ancillary to such poultry business and, further provided, that Seller's obligations under the Warehouse Storage and Services Agreement dated April 1, 1998 are not affected; and (b) Except as to any cold storage warehouse which Seller is allowed to own, operate or manage pursuant to Section 3(a) above, Seller will not, directly or indirectly, either individually or for any other person, solicit the business of any person known to Seller to be a customer or prospective customer of Buyer whether or not Seller had personal contact with such person, with respect to the sale of ice products or the cold storage warehouse business. (c) In the event of a breach by Seller of any covenant set forth in Subsection 3(a) of this Agreement, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work covenant will be extended by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion period of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion duration of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementsuch breach.

Noncompetition. The following noncompetition provisions shall apply: (i) The Executive acknowledges and agrees shall not, at any time during his employment with the Company or the twelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board, directly or indirectly engage in any activity that the Board, in consideration and the exercise of its reasonable business judgment, determines is competitive with the Company’s business whether alone, as a condition partner of any partnership or joint venture, or as an officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the immediately foregoing sentence, the Executive shall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, and the Board shall respond to the Executive in writing within 10 calendar days indicating its approval or objections to the Executive’s employment by engagement in the Company activity; provided, however, that if the Board (or its representative) does not respond to or request additional information from the Executive within such ten (10) day period the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of his intended activity in advance, the Board shall retain all its rights of objections. Notwithstanding the preceding provisions of this subsection (a)(i), this subsection (a)(i) shall not be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation of the affairs of the business in which such investments are made, but only if the Executive does not own or control five percent (5%) or more of any class of the outstanding stock, or of any profits interest or capital interest (as applicable), of such business. (ii) The payments, benefits, and other entitlements under this Agreement are being made in exchange forconsideration of, among other things, the benefits contained obligations of this Section 5 and, in particular, compliance with Section 5(a) of this Agreement; provided, including without limitation the opportunity to receive enhanced post-employment severance however, that all such payments, benefits, which or other entitlements under the Executive acknowledges Agreement are subject to and agrees is fair and reasonable consideration that is independent from the continuation of conditioned upon the Executive’s employmententering into the Release and Agreement referred to in Section 6(h) of this Agreement. (iii) During the twenty-four (24) month period commencing on the day immediately following the Termination Date, during the Restricted Period the Executive will shall not directly (A) influence or indirectlyattempt to influence any person, whether as ownerfirm, partnerassociation, shareholderpartnership, directorcorporation, manageror other entity that is a contracting party with the Company to terminate any written agreement with the Company, consultantexcept to the extent the Executive is acting on behalf of the Company in good faith, agentor (B) hire or attempt to hire for employment any person who is employed by the Company, employeeor attempt to influence any such person to terminate employment with the Company, co-venturer or otherwiseexcept to the extent the Executive is acting on behalf of the Company in good faith; provided, engagehowever, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” that nothing herein shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (generally advertising for personnel not specifically targeting any executive or other interestspersonnel of the Company. (iv) During the Term of Employment and for the twenty-four (24) month period immediately thereafter, the Executive shall not publicly criticize or disparage the Company, any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)Related Company, or (ii) working for a line any director, officer, executive, or agent of business, division or unit of a larger entity that competes with the Company or any Related Company, except as long as may be required by law. (v) During the Executive’s activities Term of Employment and for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(ctwenty-four (24) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Periodmonth period immediately thereafter, the Company shall pay not issue any defamatory statements about the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.

Noncompetition. The Executive acknowledges (a) LCI covenants and agrees that in consideration and as for a condition period of two years after the Executive’s employment by the Company and in exchange forClosing Date, among other thingsneither LCI nor any Affiliate of LCI will, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether own, manage, operate, control, or engage or participate in the ownership, management, operation, or control of, or be connected as owner, partner, a shareholder, director, managerofficer, consultantpartner, agentjoint venturer, employeeor otherwise with, co-venturer any business or otherwise, engage, participate or invest in any Competing Business anywhere organization which engages as one of its principal activities in the world. For purposes hereofbusiness (the "Restricted Business") of producing or distributing (by any means, other than through the term “Competing Business” shall mean any entity engaged sale of videotapes, videodiscs, or similar media to consumers), to persons within the United States, video programming relating to travel or tourism or otherwise similar in subject matter to that currently produced or distributed by the discovery, development or commercialization of gene editing technology for human therapeuticsChannel. Notwithstanding the foregoing, nothing contained hereinabove and without any implication that any activity listed below would be prohibited by this Section 6.6(a) or hereinbelow that any activity not listed below is prohibited by this Section 6.6(a), this Section 6.6(a) shall be deemed to not prohibit the Executive from LCI or any Affiliate of LCI from: (i) acquiring, solely as an investment, shares of capital stock (acquiring or other interests) owning securities of any corporation (Person that engages in the Restricted Business or other entity) not exceeding 2% owns, directly or indirectly, any interest in any business or organization which engages as one of its principal activities in the Restricted Business, if such securities constitute less than twenty percent of the voting stock of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or Person and do not represent control over such Person; (ii) working for a line continuing to hold securities in any Person that commences engaging in the Restricted Business after the acquisition by LCI or an Affiliate of business, division or unit LCI of a larger such securities if neither LCI nor its Affiliate has control over the conduct by such entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if Business; (iii) owning, managing, operating, and controlling The Weather Channel (including the Executive is terminated Internet website of The Weather Channel); or (iv) owning, managing, operating, and controlling television broadcast stations. (b) The parties acknowledge and agree that the time, scope, geographic area, and other provisions of Section 6.6(a) have been specifically negotiated by sophisticated parties and agree that such time, scope, geographic area, and other provisions are reasonable under the Company without Causecircumstances. If, is laid off from employment or if despite this express agreement of the Company elects parties, a court should hold any portion of Section 6.6(a) to waive be unenforceable for any reason, the maximum restrictions of time, scope, and geographic area that the court determines are reasonable under the circumstances will be substituted for the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid held to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementunenforceable.

Noncompetition. The Executive acknowledges and agrees that in In consideration and as a condition of the Executive’s employment by mutual covenants provided -------------- for herein to the Company and in exchange for, among other things, Sellers at the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentClosing, during the Restricted Period period beginning on the Executive will Closing Date and ending on the fifth anniversary of the Closing Date (the "Noncompete Period"), the Sellers, the Seller Guarantor and their Affiliates ----------------- (collectively, the "Noncompeting Parties") shall not engage (whether as an -------------------- owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise), directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from following activities: (i) acquiringequipment rental activities, solely as an investmentincluding, shares without limitation, the rental of capital stock (construction and industrial equipment in markets currently serviced or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)proposed to be serviced by the Companies, or (ii) working for a line any other business that the Companies or any of business, division their Subsidiaries conduct as of the Closing Date in the United States or unit Canada; provided that (i) ownership of a larger entity that competes with less than 2% of the Company as long as the Executive’s activities for such line ------------- outstanding stock of business, division or unit do any publicly-traded corporation shall not involve work be deemed to be engaging solely by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, reason thereof in any of its businesses and (ii) this Section 7(c------- 10.9 (a) shall not be enforceable during prohibit the post-employment portion Sellers or their Affiliates from continuing to ------ conduct their businesses as conducted as of the Restricted Period if date hereof (other than the Executive is terminated by business being sold hereunder). The parties hereto agree that the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions covenant set forth in this Section 7(c)10.9 is reasonable with respect to its duration, ------------ geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7(c10.9(a) is enforced during invalid or unenforceable, the post-employment portion Parties agree -------------- that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Restricted Periodterm 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 Company shall pay the Executive at the rate of 50% intention of the highest annualized base salary paid to invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion expiration of the Restricted Period. During time within which the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive judgment may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementappealed.

Noncompetition. The Executive acknowledges In order to further induce Buyer to enter into this Agreement and agrees consummate the transactions contemplated hereunder, Seller, Chartwell and the Principals agree that from and after Closing and for a period of five (5) years thereafter, they shall not, within the Trade Area (as defined below) associate in consideration and as a condition of the Executive’s employment by the Company and any capacity whatsoever in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectlyany business, whether as a promoter, owner, officer, director, employee, partner, shareholder, directormember, managerlessee, lessor, lender, agent, consultant, agentbroker, employee, co-venturer commission salesman or otherwise, engage, participate or invest have any interest in any Competing Business anywhere corporation, partnership, joint venture or limited liability company, engage in the worldoperation of a motel or hotel or any related business of a type competitive, directly or indirectly, with the business of Seller as conducted by Buyer following the Closing. This noncompetition clause will exclude the already operational Hampton Inn and Fairfield Inn in Southaven, Mississippi and the Fairfield Inn & Suites and the Whispering W▇▇▇▇ Hotel in Olive Branch, Mississippi owned by the Principal. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes hereofof this Section 20, the term “Competing BusinessTrade Area” shall mean all of Southaven, Mississippi and any entity engaged area located within 5 miles of each Hotel. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotels and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the discovery, development or commercialization Property and the Hotels. Seller shall cause Chartwell and the Principals to execute a letter agreeing to the provisions of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not 20 to be enforceable during the post-employment portion delivered to Buyer within 10 days of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementEffective Date.

Noncompetition. The Executive acknowledges Employee agrees to the following restrictions on him during the term of this Agreement and thereafter: (a) The Employee agrees that he will not, at any time during the term of this Agreement or any oral or written extension thereof or during the six-month period following the termination of his employment participate in consideration and as any capacity with any business of whatever form if in such capacity he personally engages in any business activity which is the same as, similar to, or in any manner competitive with, the business now or hereafter engaged in by the Employer or any of its related entities in any county in any state in which the Employer or any of its related entities has a condition member store either on the date hereof or on the date of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation Employee's termination of employment. (b) The position of the Executive’s employmentEmployee will place him in close contact with many confidential affairs of the Employer and its related entities including matters of a business nature such as information about costs, during profits, markets, sales, trade secrets, potential patents and other business ideas, customer lists, plans for future developments and other information not known to businesses in the Restricted Period same lines of business as the Executive will Employer and its related entities and other proprietary rights (hereinafter, collectively, "Confidential Matters"). The Employee agrees at all times hereafter to protect from damage or destruction and keep secret all Confidential Matters of the Employer and its related entities and not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest to disclose them in any Competing Business anywhere in manner whatsoever to anyone, or otherwise use them or use his knowledge of the worldknowhow, sales techniques, sales operation, customer lists, trade names or trade marks and other valuable intangible assets of the Employer or any of its related entities, except with the Employer's prior written consent, or as required by an Order of a federal or state governmental agency or a court. For purposes hereofThe Employer acknowledges that the purpose of this provision is not to preclude the Employee from obtaining employment with another employer, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed but is to prohibit the Executive from use of the Confidential Matters to the Employer's detriment. (ic) acquiring, solely as an investment, shares The parties agree that any disputes arising out of capital stock (or other interestsparagraph 12(a) of any corporation (or other entityand/or paragraph 12(b) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for shall be referred to binding arbitration using a line of business, division or unit of a larger entity that competes single arbitrator in accordance with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion then current rules of the Restricted Period if American Arbitration Association, and the Executive is terminated by parties further agree that, subject to factors beyond the Company without Causereasonable control of either party, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion decision of the Restricted Period, the Company arbitrator shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive be binding upon both parties and completed within the two year period preceding the last day of Executive’s employment ninety (the “Garden Leave Pay”90) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activitiesdays after it is initiated. The Company’s election not to provide post-employment Garden Leave Pay arbitrator shall be deemed a waiver also determine which party or parties shall bear the cost of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementarbitration.

Noncompetition. (a) The Executive acknowledges Parent and agrees the Sellers -------------- agree that in consideration after the Closing the Buyer, the Companies and their Subsidiaries shall be entitled to the goodwill and going concern value of the business of the Companies and their Subsidiaries and to protect and preserve the same to the maximum extent permitted by law. The Parent and the Sellers also acknowledge that their management contributions to the business of the Companies and their Subsidiaries have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Companies or their Subsidiaries. For these and other reasons and as a condition of an inducement to the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in Buyer to enter into this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefitsParent and the Sellers each agrees that for a period of three years after the Closing Date neither the Parent nor either Seller will, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether for its own benefit or as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer agent for another carry on or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereofownership, management or control of, or the term “Competing Business” shall mean any entity engaged financing of, or be employed by, or consult for or otherwise render services (in the discovery, development same lines of business in which the Companies or commercialization its Subsidiaries are in as of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (iClosing Date) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)to, or (ii) working for a line of business, division allow its name or unit of a larger entity reputation to be used in or by any other present or future business enterprise that competes with the Company Buyer or the Companies or their Subsidiaries in activities in which any of the Companies or their Subsidiaries is engaged as long of the Closing Date; provided, however, that nothing herein shall prohibit the Parent and the -------- ------- Sellers and their Subsidiaries other than the Companies and their Subsidiaries from engaging in any businesses in which they are involved in as of the Executive’s activities for Closing Date or from providing information technology services to the financial industry. (b) Nothing contained herein shall limit the right of the Parent or either Seller as an investor to hold and make investments in securities of any corporation or limited partnership that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market, provided the equity interest of the Parent and the Sellers therein in the aggregate does not exceed 5% of the outstanding shares or interests in such line of business, division corporation or unit do not involve work partnership. (c) If this Section 4.14 is more restrictive than permitted by the Executive on matters that are directly competitive with Laws of the Company’s business. Notwithstanding jurisdiction in which the foregoingBuyer seeks enforcement hereof, this Section 7(c) 4.14 shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid limited to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not extent required to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations permit enforcement under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementsuch Laws.

Noncompetition. The Executive acknowledges Subject to the Closing, and as an inducement to Licensee to execute this Agreement and complete the transactions contemplated hereby, in order to preserve the goodwill associated with the Trade Rights of Licensor being licensed pursuant to this Agreement, Licensor hereby covenants and agrees that in consideration and as for a condition period two years from the Closing Date, it will not, directly or indirectly, organize, sponsor, provide investment advisory service to or otherwise assist any Mutual Fund which has or proposes to have investment policies or uses or proposes to use investment strategies substantially similar to those of the Executive’s employment O'Shaughnessy Funds; provided, however, that the foregoing provision▇ ▇▇▇▇▇ ▇▇▇ ▇e construed to preclude Licensor from continuing to render services and investment advice in accordance with Licensor's past practices in connection with unit investment trusts sponsored by affiliates of Merrill Lynch Pierce Fenner & Smith, Inc. and Nike Securities, respe▇▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇led▇▇ ▇▇at Licensor is the Company investment sub-advisor to three investment companies formed in 1997 by Royal Bank of Canada which employ computer-based stock-selection techniques similar to the Trade Rights and that, while Licensor does not believe that the sponsor of such funds has any intention to offer them in exchange forthe United States, among other things, Licensor does not exercise any control over the benefits contained territory in which such investment companies may be offered. Except as otherwise expressly set forth in this Agreement, including without limitation nothing contained herein shall be construed to preclude Licensor from soliciting the opportunity to receive enhanced postholder of any Segregated Account as a client of Licensor's Internet-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly based business or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in other lawful manner. In the world. For purposes hereofevent a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, the term “Competing Business” shall mean any entity engaged in the discoverygeographical scope or activity, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow it is expressly agreed that this covenant not to compete shall be deemed to prohibit construed so that the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) remaining provisions shall not be enforceable during affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the post-employment portion part of the Restricted Period if the Executive is terminated by the Company without Causeany person, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Periodbe modified, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid amended and/or limited, but only to the Executive within extent necessary to render the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (same valid and immediately upon request) notify the Company of any change enforceable in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementsuch jurisdiction.

Noncompetition. The During the period of employment of Executive by the Corporation and for five (5) years thereafter, the Executive will not, in any geographic area in which the Corporation is offering its services and products, without the prior written consent of the Corporation: (a) directly or indirectly engage in, (b) assist or have an active interest in (whether as proprietor, partner, investor, shareholder, officer, director or any type of principal whatsoever), or (c) enter the employ of, or act as agent for, or advisor or consultant to, any person, firm, partnership, association, corporation or business organization, entity or enterprise which is or is about to become directly or indirectly engaged in, any business which is competitive with any business of the Corporation or any subsidiary or affiliate thereof in which Executive is or was engaged; provided, however, that the foregoing provisions of this paragraph 8 are not intended to prohibit and shall not prohibit Executive from purchasing, for investment, not in excess of 1% of any class of stock or other corporate security of any company which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. Executive acknowledges that the breach by the Executive of the provisions of this Section 8 would cause irreparable injury to the Corporation, acknowledges and agrees that remedies at law for any such breach will be inadequate and consents and agrees that the Corporation shall be entitled, without the necessity of proof of actual damage, to injunctive relief in consideration and as a condition any proceedings which may be brought to enforce the provisions of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Section 8. Executive acknowledges and agrees is fair and reasonable consideration warrants that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology be fully able to earn an adequate livelihood for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) and the Executive's dependents if this Section 8 should be specifically enforced against the Executive and that such enforcement will not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes impair the Executive's ability to obtain employment commensurate with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid 's abilities and fully acceptable to the Executive within . If the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company scope of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions restriction contained in this Section 7(c) prior 8 is too broad to executing this Agreementpermit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law and Executive and the Corporation hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such restriction.

Noncompetition. a. The Executive acknowledges and agrees that that, except in consideration and accordance with his duties under this Agreement on behalf of the Company, he will not during this Agreement participate in, be employed in any capacity by, serve as a condition director, consultant, agent or representative for, or have any interest, directly or indirectly, in any enterprise which is engaged in the business of distributing, selling or otherwise trading in products or services which are competitive to any products or services distributed, sold or otherwise traded in by the Company or any of its subsidiaries during the term of the Executive’s employment with the Company, or which are competitive to any products or services being actively developed, with the bona fide intent to market same, by the Company and in exchange for, among other things, or any of its subsidiaries during the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation term of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive employment with the Company’s business. Notwithstanding In addition, the foregoing, this Section 7(c) shall not be enforceable during Executive agrees that for a period of two years after the post-employment portion end of the Restricted Period if the Executive term of this Agreement (unless this Agreement is terminated due to a breach of terms hereof by the Company without Causein failing to pay to the Executive all sums due his under the terms hereof, is laid off from employment or if in which event the Company elects to waive following shall be inapplicable), the restrictions Executive shall observe the covenants set forth in this Section 7(c). If Section 7(c15 and shall not own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) is enforced interest in, or otherwise control either directly or indirectly, any partnership, corporation, or other entity which distributes, sells, or otherwise trades in computer network security products or other products which are competitive to any products or services being developed, distributed, sold, or otherwise traded in by the Company or any of its subsidiaries, during the postterm of this Agreement, or being actively developed by the Company or any of its subsidiaries during the term of this Agreement with the Company with a bona fide intent to market same. Executive further agrees, for such two-employment portion year period following termination to refrain from directly or indirectly soliciting Company’s vendors, customers or employees. b. The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the Restricted Period, the Company shall pay the Executive at the rate terms of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay 15 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any Garden Leave Pay received pursuant to claim for damages or obtaining any other remedy available at law, also may enforce the terms of the this Section 7(c) shall reduce (and shall not be in addition to) 15 by injunction or specific performance, an may obtain any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained appropriate remedy available in this Section 7(c) prior to executing this Agreementequity.

Noncompetition. The Executive acknowledges (a) In order to protect the value and agrees that in consideration and as a condition goodwill of the Executive’s employment by Companies and their respective businesses, each Stockholder covenants that, for the Company and in exchange forperiod ending two years after the Closing Date, among other thingssuch Stockholder will not, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as owner, a partner, shareholder, director, manager, consultantprincipal, agent, employeerepresentative, co-venturer consultant or otherwiseotherwise with, engageor use or permit such Stockholder's name to be used in connection with, participate any business or invest enterprise which is engaged directly or indirectly in any Competing Business competition anywhere in the world. For purposes hereofUnited States with the business conducted by UniCapital, the term “Competing Business” shall mean Surviving Corporation or any entity of its or their respective subsidiaries or affiliates or with any business engaged in originating, servicing or securitizing leases or other specialty financing products or services (the discovery, development or commercialization "Restricted Business"). Each Stockholder recognizes that the Restricted Business is expected to be conducted throughout the United States and that more narrow geographical limitations of gene editing technology for human therapeuticsany nature on this non-competition covenant (and the non-solicitation covenant set forth in subsection (b)) are therefore not appropriate. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow The foregoing restriction shall not be deemed construed to prohibit the Executive from ownership by a Stockholder as a passive investment of not more than five percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to Section 12 of the Exchange Act. (b) Each Stockholder further covenants that for the period ending two years after the Closing Date, such Stockholder will not, either directly or indirectly, (i) acquiring, solely as an investment, shares call on or solicit any customers or prospective customers of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest)the Restricted Business, or (ii) working solicit the employment of any person who is employed by UniCapital, the Surviving Corporation or any of its or their respective subsidiaries or affiliates in the Restricted Business during such period. (c) Each Stockholder recognizes and acknowledges that by reason of such Stockholder's relationship to the Companies, such Stockholder has had access to confidential information relating to the Restricted Business. Each Stockholder acknowledges that such confidential information is a valuable and unique asset and covenants that such Stockholder will not disclose any such confidential information after the Closing Date to any person for a line of businessany reason whatsoever, division except as may be required by law or unit order of a larger entity court of competent jurisdiction or unless the Stockholders can show that competes with such information has become known to the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion public generally through no fault of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreement.Stockholders

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition In the case of the Executive’s 's termination of employment by the Company and in exchange for, among other thingspursuant to Section 7(b) without Good Reason, the benefits contained Executive shall not, until July 1, 2000, (a) engage anywhere within the geographical areas in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation Companies have conducted their business operations as of the Executive’s employmentdate hereof or at any time prior to the Date of Termination, during the Restricted Period the Executive will not directly or indirectly, whether alone or as ownera shareholder, principal, agent, partner, shareholderofficer, director, manageremployee or consultant of any other organization, consultantin the business of insurance, agentreinsurance or any other activity conducted by the Companies (the "Designated Industry") in competition with the Companies; (b) divert to any competitor of the Companies in the Designated Industry any customer of the Companies; or (c) solicit or encourage any officer, employeeemployee or consultant of the Companies to leave their employ for employment by or with any competitor of the Companies in the Designated Industry; provided, co-venturer or otherwisehowever, engage, participate or that the Executive may invest in stock, bonds, or other securities of any Competing Business anywhere similar business in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged Designated Industry (but without otherwise participating in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from such Designated Industry) if (i) acquiringsuch stock, solely as an investmentbonds, shares of capital stock (or other interestssecurities are listed on any national or regional securities exchange or have been registered under Section 12(g) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or the Exchange Act; and (ii) working for a line his investment does not exceed, in the case of businessany class of the capital stock of any one issuer, division one percent (1%) of the issued and outstanding shares, or, in the case of other securities, one percent (1%) of the aggregate principal amount thereof issued and outstanding. If at any time the provisions of this Section 11 shall be determined to be invalid or unit unenforceable, by reason of a larger entity that competes with the Company being vague or unreasonable as long as the Executive’s activities for such line to area, duration or scope of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoingactivity, this Section 7(c) 11 shall not be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer court or other post-Company plans and body having jurisdiction over the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay matter; and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) 11 as so amended shall reduce (be valid and shall binding as though any invalid or unenforceable provision had not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Periodbeen included herein. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained Nothing in this Section 7(c) prior to executing this Agreement11 shall prevent or restrict the Executive from engaging in any business or industry other than the Designated Industry in any capacity.

Noncompetition. The Executive acknowledges that during his employment with the Company, he will become familiar with trade secrets and other Confidential Information concerning the Company, their Subsidiaries and their respective predecessors, and that his services will be of special, unique and extraordinary value to the Company. In addition, the Executive hereby agrees that in consideration at any time during the Employment Period, and for a period ending two (2) years after the Date of Termination (if such termination is for Cause or as a condition result of the Executive’s resignation or leaving employment by not for Good Reason) (the Company and in exchange for“Noncompetition Period”), among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive he will not directly or indirectlyindirectly own, whether as ownermanage, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engagecontrol, participate in, consult with, render services for or invest in any Competing Business anywhere manner engage in any business competing with the world. For purposes hereofbusinesses of the Company or its Subsidiaries as such businesses exist or are in process or being planned as of the Date of Termination, within any geographical area in which the term “Competing Business” shall mean any entity engaged Company or its Subsidiaries engage or plan to engage in the discovery, development or commercialization of gene editing technology for human therapeuticssuch businesses. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow the Noncompetition Period shall be deemed to prohibit twelve (12) months following the Executive from (i) acquiring, solely as an investment, shares Date of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of Termination if such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive termination is terminated by the Company without Cause, is laid off from employment by the Executive for Good Reason or if due to the Executive giving written notice pursuant to Section 5.01 of his intention not to extend the Employment Period; provided however, that in such circumstances, the Noncompetition Period may be extended up to a period of eighteen (18) months following the Date of Termination by the Company if it elects in writing to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at his Base Salary for the rate additional six (6) month period, such amount to be payable in monthly installments over the additional six (6) month period. It shall not be considered a violation of 50this Section 9.01 for the Executive (i) to be a passive owner of not more than 2% of the highest annualized base salary paid to outstanding stock of any class of a corporation which is publicly traded, so long as the Executive within has no active participation in the two year period preceding the last day business of Executive’s employment such corporation, or (the “Garden Leave Pay”ii) during the post-employment portion to serve as a nonemployee director of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer Fairfax Financial Holdings or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementits subsidiary Odyssey Reinsurance.

Noncompetition. The Executive acknowledges (a) MC, for itself only, and limited to the activities conducted by the Metals Group of Mitsubishi Corporation or any successor agrees that in consideration and as for a condition period of two (2) full years from the Executive’s employment by the Company and in exchange for, among other thingsEffective Time, the benefits contained in this AgreementMetals Group of Mitsubishi Corporation shall not engage, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not either directly or indirectly, whether as ownera principal or for its own account or solely or jointly with others, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest as stockholders in any Competing Business anywhere corporation or joint stock association, in the world. For purposes hereofbusiness of manufacturing gas panels for use in semiconductor manufacturing equipment, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated conducted by the Company without Causeon the Closing Date; provided that nothing herein shall prevent the Sellers or their Affiliates from purchasing or holding up to 5% of any publicly traded corporation engaged in such business. (b) Each Seller agrees that for a period of two (2) full years from the Effective Time, is laid off from employment neither it nor any of its Affiliates shall employ or if solicit, or receive or accept the performance of services by any current employee of the Company elects other than Yoshifusa Nikaido; provided, however, that no general solicitation tha▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion or intended to solicit employees of the Restricted Period, the Company shall pay the Executive at the rate be considered a solicitation for purposes of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment this covenant. (the “Garden Leave Pay”c) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of If any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions provision contained in this Section 7(cshall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) prior as shall be valid and enforceable under such applicable law. Each Seller acknowledges that Parent would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to executing compensate Parent for any such breach. Each Seller agrees that Parent shall be entitled to injunctive relief requiring specific performance by either Seller of this AgreementSection, and each Seller consents to the entry thereof.

Noncompetition. The Executive, the Corporation and the Parent agree that the Executive's services as an employee are, by reason of his extensive knowledge of the trade secrets and other confidential information of the Corporation and access to the trade secrets and other confidential information of the Corporation and the Parent which shall be made available to the Executive acknowledges during his employment with the Corporation and the Parent, together with the technical skills and experience in the fields of discovery, development, manufacturing and marketing of human pharmaceuticals targeting cancer, AIDS and other serious diseases derived through his relationship with Corporation and the Parent, of a special, unique, extraordinary and intellectual character, the loss of which by the Corporation and the Parent would not be capable of adequate compensation in damages. As a result, the Executive agrees that in consideration and as for a condition period of two (2) years after the expiration of the Executive’s employment by the Company and Term of this Agreement (determined without regard to any early termination of such term in exchange for, among other thingsaccordance with Paragraph 4 hereof or otherwise), the benefits contained in this AgreementExecutive shall not engage, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not either directly or indirectly, whether in any manner or capacity (excluding general administrative support), as owner, partner, shareholder, director, manageremployee, consultant, agent, employee, co-venturer director or otherwise, engage, participate or invest in any Competing Business anywhere activity that is the same as an activity carried on by Corporation or the Parent during the last year of the Executive's employment with the Corporation in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discoverysupport of research, development or commercialization of gene editing technology for human therapeutics. Notwithstanding any pharmaceutical product that works by the foregoing, nothing contained hereinabove same mechanism as that by which a product of the Corporation works or hereinbelow shall be deemed to prohibit is the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) subject of any corporation (research, development or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s commercial activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Corporation, including, but not limited to, HIV immunogens and agonists or antagonists of the following: HIV protease, HIV integrase, HIV reverse transcriptase, HIV RNase H, herpes virus proteases, picornoviral proteases, matrix metalloproteases, tyrosine kinases, GAR formyl transferase, cyclin dependent kinases, FK binding proteins and gonadotropin release factors (a "Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(cActivity"). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that during such two (2) year period, he shall notify the General Counsel of the Parent at least ten (10) days prior to the commencement of any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay business relationship so that the Executive Parent may be entitled to receive during the post-employment portion of the determine whether a Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in Activity is involved if a reasonably informed person would conclude that there is a potential issue under this Section 7(c) prior to executing this AgreementParagraph (7).

Noncompetition. The Executive acknowledges (a) Seller and agrees that in consideration and as Buyer agree that: (i) for a condition period of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent five years from the continuation of the Executive’s employmentClosing Date, during the Restricted Period the Executive Seller will not, and will cause its current subsidiaries (so long as they are such) and any future subsidiaries (so long as they are such) not to, engage, either directly or indirectly, whether as ownera principal or for its own account or solely or jointly with others, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest as stockholders in any Competing corporation or joint stock association, in any business that competes with the Business anywhere in as it exists on the world. For purposes hereof, Closing Date within the term “Competing Business” United States and Puerto Rico; PROVIDED that nothing herein shall mean prohibit the acquisition by Seller or any entity of its subsidiaries of a diversified company engaged in the discoveryBusiness if Seller shall, development within 18 months after the date of the closing of such acquisition, have disposed of the assets constituting the Business or commercialization ceased to engage in the Business such that Seller would no longer be in breach of gene editing technology this Section 5.07(a)(i); provided that prior to any such disposition, Seller shall have first offered to Buyer the assets constituting such Business for human therapeuticsa cash price equal to the fair market value thereof as agreed to by the parties or, if the parties cannot agree, by an investment banking firm jointly selected by the parties and Buyer shall have 30 days to accept such offer; (ii) for a period of two years from Closing Date, Seller will not, and will cause its subsidiaries not to, employ or solicit, or receive or accept the performance of services by any current employee of the Company or any Subsidiary (a) whose annual base compensation as of the date hereof exceeds $50,000 or (b) who is a technician; (iii) for a period of two years from the Closing Date, Buyer will not, and will cause its subsidiaries not to, employ or solicit, or receive or accept the performance of services by any employee of Seller as of the Closing Date who is a technician; PROVIDED, that this Section 5.07(a)(ii) and Section 5.07(a)(iii) shall not prohibit Seller, Buyer or any of their respective subsidiaries from general solicitation or advertising activities not targeted to any current employee described in this Section 5.07(a)(ii) or Section 5.07(a)(iii) and shall not apply to any person whose employment is terminated by Seller, Buyer or their respective subsidiaries without cause; and (iv) within five days after the Closing Date, Seller will deliver to Buyer a list of all employees of Seller as of the Closing Date who are technicians. (b) For the purposes of this Agreement, "BUSINESS" means (i) the provision of services related to (and including) the operation, leasing or maintenance of school buses and other transportation requirements of public and private school authorities and the operation or leasing of passenger-related vehicles for commercial hire; (ii) the operation of passenger transit systems and provision of transit management, transportation and transit consulting services to or for governmental and quasi-governmental authorities or any political or other subdivision, department or branch thereof, utility companies, education authorities and municipal service providers; and (iii) the maintenance of equipment and vehicles and the provision of related consulting services, directly or indirectly, to or for governmental and quasi-governmental authorities or any political or other subdivision, department or branch thereof and utility companies and education authorities, except that this clause (iii) shall not apply to (1) military agencies and (2) the existing maintenance agreement between Ryder and the City of Tucson, Arizona. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow the definition of Business shall be deemed to prohibit not include the Executive from provision of services described in subsections (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working and (iii) of this subsection, (A) at, for a line of businessor relating to airports and airport-related facilities (including ground fleet and airport passenger and car rental shuttle services) other than, division or unit of a larger entity that competes to the extent permitted by law, entities with whom either the Company as long as or a Subsidiary has a contract at Closing; or (B) to non-governmental entities or, to the Executive’s activities for such line of businessextent permitted by law, division or unit do not involve work by utility companies with whom neither the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion Company nor any of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive Subsidiaries has any contract at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementClosing.

Noncompetition. The Executive acknowledges and Subject to Section 3(c), Promisor agrees that in consideration and as for a condition period of five (5) years following the date hereof, Promisor shall not: (i) Call upon, solicit, divert, take away or attempt to call upon, solicit, divert or take away any past, existing or potential customers, suppliers, businesses, or accounts of the Executive’s employment Business in connection with any business substantially similar to the Business in the Territory; (ii) Hire, attempt to hire, contact or solicit with respect to hiring for Promisor or on behalf of any other person any present or future employee of the Company in the Business; (iii) Engage in, or give any advice to any person, firm, partnership, association, venture, corporation or other entity engaged in, a business substantially similar to the Business in the Territory; (iv) Lend credit, money or reputation for the purpose of establishing or operating a business substantially similar to the Business in the Territory; (v) Do any act that Promisor knew or reasonably should have known would be reasonably likely to materially injure the Company; (vi) Without limiting the generality of the foregoing provisions, conduct a business substantially similar to the Business under the name "Mavricc Management Systems" or any other trade names, trademarks or service marks heretofore used by Promisor in the Territory other than as contemplated in the Reorganization Agreement. The covenants in subsections (i) through (vi) are intended to restrict Promisor from competing in the Territory in any manner with the Company or the Business in the activities that have heretofore been carried on by the Company Company. The obligations set forth in subsections (i) through (vi) above shall apply to actions by Promisor, through any form of ownership, and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as ownerprincipal, partner, shareholderofficer, director, manager, consultant, agent, employee, co-employer, consultant, shareholder or holder of any equity security (beneficially or as trustee of any trust), lender, partner, joint venturer or otherwise, engage, participate or invest in any Competing Business anywhere other individual or representative or affiliated capacity whatsoever. None of the foregoing shall prevent Promisor from being the holder of up to 5.0% in the world. For purposes hereof, the term “Competing Business” shall mean aggregate of any entity class of securities of any corporation engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from activities described in subsections (i) acquiringthrough (vi) above, solely as an investment, shares of capital stock (provided that such securities are listed on a national securities exchange or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive reported on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this AgreementNasdaq.

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in In order to induce Buyer to enter into this Agreement, including without limitation to ensure Buyer of the opportunity full benefit of the sale and transfer of the Shares hereunder, and to receive enhanced post-employment severance benefitsenhance the earnings of Buyer in future years, which the Executive acknowledges Seller undertakes and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employmentthat, during the Restricted Period three-year period beginning on the Executive will not Closing Date, without the prior written consent of Buyer: (a) Neither Seller nor any Affiliate of Seller shall, directly or indirectly, whether as ownerown, partnermanage, shareholderoperate, directormarket, managerfinance, consultantjoin, agentcontrol, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereofownership, the term “Competing Business” shall mean management, operation, marketing, financing, or control of any person or entity engaged which engages in the discoverytransshipment (not currently reserved for U.S.- flag vessels under the U.S. ▇▇▇▇▇ Act) of crude oil from large bulk vessels unable to enter shallow-water ports fully laden in the United States Gulf or Atlantic utilizing smaller bulk vessels in sizes between 40,000 deadweight tons and 150,000 deadweight tons which will then carry the crude oil to destination ports (hereinafter "Lightering Services"); provided, development or commercialization however, that the foregoing shall not prohibit Seller, combined with its Affiliates, from owning, in the aggregate, securities not in excess of gene editing technology for human therapeutics. Notwithstanding 5% of any class of securities of a company if such class of securities is registered with the foregoing, nothing contained hereinabove or hereinbelow Securities and Exchange Commission under the Securities Exchange Act of 1934 as amended; and further provided that the foregoing shall be deemed to not prohibit the Executive Seller or any of its Affiliates from engaging in salvage or other emergency response work. (b) Neither Seller nor any Affiliate of Seller shall, directly or indirectly, persuade or attempt to persuade any customer or prospective customer of Petrolink or any Subsidiary of Petrolink (i) acquiring, solely as an investment, shares not to contract with or continue to contract with Petrolink or any such Subsidiary for the provision of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), Lightering Services or (ii) working for to acquire Lightering Services from a line person or entity other than Petrolink or any such Subsidiary; (c) Neither Seller nor any Affiliate of businessSeller shall, division directly or unit indirectly, without the prior consent of a larger Buyer, persuade or attempt to persuade any employee or independent contractor of Petrolink or any of its Subsidiaries, to leave Petrolink's or any such Subsidiaries' employ or otherwise terminate such person's contractual relationship with Petrolink or any such Subsidiary, or, with respect to employees, to become employed by any entity that competes with the Company as long as the Executive’s activities for or person other than Petrolink or any such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s businessSubsidiary. Notwithstanding the foregoing, this Section 7(c) shall not be enforceable during the post-employment portion of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth Nothing in this Section 7(c). If Section 7(c) is enforced during the post-employment portion of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay 9.4 shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay interpreted to prevent, preclude or in any way limit Seller pursuing and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) performing Lightering Services, or any other pay that business, currently reserved for U.S.-flag vessels under the Executive U.S. ▇▇▇▇▇ Act and activities directly related to and in support of such current ▇▇▇▇▇ Act work even if the limits or extent of such ▇▇▇▇▇ Act reservation may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions contained in this Section 7(c) prior to executing this Agreementhereafter change.

Noncompetition. The Executive acknowledges and (a) GTE agrees that for a period of five years commencing on the Closing Date (the "Noncompetitive Period"), GTE shall not, and shall not cause or permit any of its Subsidiaries to, engage directly or indirectly in consideration and any activities which compete with the Business as presently conducted or proposed to be conducted, as reflected (i) in the programs for which the Business has been awarded a condition Contract as of the Executive’s employment by Closing Date, or has submitted (and not withdrawn) a bid or proposal as of the date of this Agreement, (ii) any extensions of such programs or follow-ons directly derived from such programs and (iii) the programs listed on Schedule 5.6. The foregoing activities are referred to in this Agreement collectively as "GTE Competitive Activities." (b) The provisions of Section 5.6(a) shall not restrict the ability of GTE or any of its Subsidiaries to (i) provide services under any Government Contract (other than Government Contracts under which the Company and the Division Subsidiaries are the sole Subsidiaries providing services) to which GTE or any of its Subsidiaries is a party as of the date of this Agreement (including pursuant to any contract options in exchange forrespect of such Government Contracts in effect as of the date of this Agreement) or under any bid or proposal with respect to any Government Contract that was submitted (and not withdrawn) as of the date of this Agreement and any extensions or follow-ons directly derived from programs to which such Government Contracts relate, among (ii) engage in GTE Competitive Activities pursuant to a teaming agreement, subcontract or similar agreement with Buyer or any of its Subsidiaries in connection with any of the programs indicated in Schedule 5.6, (iii) providing any customer access to or transport on any network owned or leased in whole or in part by GTE or any of its Subsidiaries or on any public network (including any virtual private network), (iv) providing any customer commercially available telecommunications services (including wireline or wireless telephony services, network management services, paging services, equipment maintenance, data services, voice processing services or commercially available services premised upon packet switching or cell-based technologies (including Internet protocols and security services)), (v) providing any services to or for the Defense Advanced Research Project Agency or any successor thereof and (vi) continue to operate the ISD Business and any logical extensions of such business until the consummation of the sale or other thingsdisposition of the ISD Division to a third party. (c) Notwithstanding the provisions of Section 5.6(a), the benefits contained acquisition by GTE or any of its Subsidiaries of any person that at the time of such acquisition is engaged in this AgreementGTE Competitive Activities, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of such GTE Competitive Activities following such acquisition, shall not be in breach of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization terms of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from this Section 5.6 if (i) acquiring, solely as an investment, shares the portion of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% the revenues of such corporation’s Person and its Subsidiaries on a consolidated basis for the fiscal year ending prior to the date of such acquisition that is attributable to GTE Competitive Activities by such Person and its Subsidiaries (or other entity’s"GTE Competitive Revenues") then outstanding shares account for less than 20 percent of capital stock (or equity interest), the revenues of such Person and its Subsidiaries on a consolidated basis for such fiscal year or (ii) working in the event the foregoing condition is not satisfied, GTE divests sufficient assets within 12 months after the date of the acquisition so the GTE Competitive Revenues of such Person and its Subsidiaries on a consolidated basis for such fiscal year account for less than 20 percent of the revenues of such Person and its Subsidiaries on a line consolidated basis for such fiscal year. (d) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit or restrict the operation, after the Bell ▇▇▇antic Merger, of any business of Bell ▇▇▇antic existing on the effective date of the Bell ▇▇▇antic Merger or any logical extensions of such business, division or unit . (e) If the final judgment of a larger entity court of competent jurisdiction declares that competes with the Company as long as the Executive’s activities for such line any term or provision of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. Notwithstanding the foregoing, this Section 7(c) 5.6 is invalid or unenforceable, the parties agree that the court making the determination of invalidity of unenforceability shall not 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 during as so modified. (f) GTE acknowledges that Buyer would not have an adequate remedy at law in the post-employment portion event of the Restricted Period if the Executive is terminated by the Company without Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the post-employment portion violation of the Restricted Period, the Company shall pay the Executive at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be deemed a waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and the Executive agrees that any Garden Leave Pay received pursuant to this Section 7(c) shall reduce (and shall not be in addition to) any other pay that the Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company of the right to consult with counsel regarding the noncompetition restrictions covenant contained in this Section 7(c5.6 and agrees that Buyer shall be entitled to enforce its rights under this Section 5.6 specifically without the requirement of posting any bond or other indemnity. (g) prior Notwithstanding anything in this Agreement to executing the contrary, Buyer acknowledges that any unaffiliated third party that is the ISD Purchaser or who acquires the ISD Business from the ISD Purchasers shall not be bound by the provisions of this AgreementSection 5.6.