Common use of Protective Covenants Clause in Contracts

Protective Covenants. 10.1 The Seller undertakes to the Buyer and to each of the Buyer’s Related Persons that the Seller shall not, and shall procure that each other member of the Seller’s Group that is a subsidiary undertaking of the Seller Guarantor shall not, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectly: (a) acquiring beneficial ownership after the date of this Agreement of any interest in any person or business (however such acquisition is structured) that, directly or indirectly (including without limitation, through any Related Person of such person or business) owns, manages, operates or engages in a Competing Business; provided that (i) such business does not constitute the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisition; or (b) acquiring or holding beneficial ownership of securities or other equity interests (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to the Buyer and to each of the Buyer’s Related Persons that the Seller shall not, and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the Buyer’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”), any person who was employed by any Group Company on an annual salary of £40,000 or more on the Completion Date. This clause 10.3 shall not prevent any member of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Completion. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application of each of the respective restrictions are no greater than is reasonable and necessary for the protection of the interests of the Buyer and its Related Persons but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable but would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdiction.

Protective Covenants. 10.1 The 12.1 Each Seller undertakes covenants with the Purchaser (for itself and as trustee for the Company which may enforce the provisions of this clause 12 as if a party to this agreement) that he shall not either himself or by an agent and either on his own account or for the Buyer and to each benefit of the Buyer’s Related Persons that the Seller shall not, and shall procure that each or in association with any other member of the Seller’s Group that is a subsidiary undertaking of the Seller Guarantor shall not, (whether alone or jointly with another person and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectly: (a) acquiring beneficial ownership after for a period of three years from Completion carry on or be engaged in or be concerned with any business carrying on business in the date Restricted Area which is competitive or, so far as such Seller is aware, intends to be competitive with the Business, except that he may continue to hold as an investment not more than five per cent. of this Agreement the issued share capital of a company listed or quoted on a market operated by a Recognised Investment Exchange, to the extent such shares were held by such Seller at Completion; (b) for a period of three years from Completion carry on or be engaged in or be concerned with any business carrying on business in the Restricted Area which carries out or, so far as such Seller is aware, intends to carry out the business of providing payment and/or invoice and/or document automation solutions (or any combination thereof), except that he may continue to hold as an investment not more than five per cent. of the issued share capital of a company listed or quoted on a market operated by a Recognised Investment Exchange, to the extent such shares were held by such Seller at Completion; (c) within the Restricted Area for a period of three years from Completion other than on behalf of any interest in any person or business (however such acquisition is structured) that, directly or indirectly (including without limitation, through any Related Person of such person or business) owns, manages, operates or engages in a Competing Business; provided that (i) such business does not constitute the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues of the relevant person Group Companies canvass or solicit orders for goods and/or services which are competitive with those being provided by the Company at Completion from any person, firm, company, business during or organisation who is at Completion or has been at any time within two years prior to Completion a customer or Prospective Customer of the four full calendar quarters immediately preceding Company; (d) within the date on which Restricted Area for a period of three years from Completion deal with or accept orders for goods and/or services competitive with those being sold and/or licensed and/or provided and/or distributed by the acquisition is consummatedCompany at Completion; (e) and (ii) if, in within the financial year immediately preceding Restricted Area for a period of three years from Completion deal with or accept orders for the date on which the acquisition is consummated, such Competing Business was responsible for provision of payment and/or invoice and/or document automation solutions or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisitionany combination thereof; or (bf) acquiring for a period of three years from Completion induce or holding beneficial ownership attempt to induce any current supplier of securities the Company to cease to supply, or other equity interests to restrict the supplies provided or vary the terms of supply, to the Company in each case in the course of the Business; or (g) for a period of three years from Completion induce or attempt to induce any director or Key Employee employed by the Company to leave the employment of the Company; or (h) make use of or (except (A) as required by law, any court of competent jurisdiction or any Competent Authority, (B) to enforce a term of any Transaction Document or (C) if disclosed on a confidential basis to the Sellers’ professional advisers) disclose to any third party any information of a secret or confidential nature (“Confidential Information”) relating to the Company and/or the business, technologies, rights, or plans of the Company, provided that, to the extent that any of the Sellers are deemed to be workers, nothing in this clause 12.1(h) will prevent such persons from making a “protected disclosure” within the meaning of the Employment Rights Xxx 0000; (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan use or (iiiinsofar as he can reasonably do so) in Buyer Guarantor allow to be used (except by the Company) any trade name or xxxx used by the Company at Completion or any successor person.other name or xxxx intended or likely to be confused with such a trade name or xxxx; or 10.3 The Seller undertakes (j) represent himself as being connected with or interested in the Company, save to the Buyer extent that he is employed by or is a consultant to the Company and to each nothing in this clause 12 shall preclude a Seller from carrying out the terms of his employment or, as relevant, engagement with the Buyer’s Related Persons that the Seller shall not, and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone Company or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the BuyerPurchaser’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”), any person who was employed . 12.2 Each of the covenants set out in clause 12.1 shall be enforceable by any Group Company on an annual salary the Purchaser independently of £40,000 or more on the Completion Date. This clause 10.3 each other covenant and its validity shall not prevent be affected if any member of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Completionothers is invalid. 10.4 The 12.3 Each Seller and the Purchaser acknowledges and agrees that each in the event of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application a breach of each any of the respective restrictions are no greater than is reasonable and necessary for covenants set out in this clause 12, the protection Purchaser should (subject to the discretion of the interests of the Buyer and its Related Persons but thatcourts) be entitled, if any such restriction shall be adjudged by in addition to all other remedies available at law or in equity, to claim for equitable relief, including injunctive relief, from any court or authority of competent jurisdiction to be void or unenforceable but would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdiction.

Protective Covenants. 10.1 The Seller undertakes to 13.1 Xxxxxxxx covenants with SBS for itself and for the Buyer and to each benefit of the Buyer’s Related Persons that Company that, except as allowed under this agreement or the Seller Licence Agreement, it shall not, not and shall procure that each other no member of the SellerVeronica’s Group that is a subsidiary undertaking (including the Association), with the exception of the Seller Guarantor shall notRace Report Uitgeverij B.V., (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner inshall, any Competing Business in the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectlyunless prior written consent has been obtained from SBS,: (a) acquiring beneficial ownership after the date for a period of this Agreement of any interest three years from Signing be concerned in any person business carrying on business in the Netherlands which is competitive or business (however such acquisition is structured) that, directly or indirectly (including without limitation, through likely to be competitive with any Related Person of such person or business) owns, manages, operates or engages in a Competing Business; provided that (i) such business does not constitute the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues of the relevant person businesses carried on at Completion by the Company, SBS or business during any member of the four full calendar quarters immediately preceding the date on Group to which the acquisition SBS belongs, it being understood that this includes, but is consummated) and (ii) ifnot limited to, in the financial year immediately preceding the date on which the acquisition any public or commercial audiovisual broadcasting or printed media activities. A printed media activity is consummated, such Competing Business was responsible for considered to be competitive if its primary focus involves electronic media or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person audio-visual broadcasting or business that engages in such Competing Business within 12 months after the consummation of such acquisitionif it contains radio or television program listings; or (b) acquiring for a period of three years from Signing directly or holding beneficial ownership indirectly use any of securities the Membership Data for any activities which are competitive or likely to be competitive with any of activities carried out at Completion by the Company, SBS or any member of the Group to which SBS belongs, it being understood that this includes, but is not limited to, any public or commercial audiovisual broadcasting or printed media activities. A printed media activity is considered to be competitive if its primary focus involves electronic media or audio-visual broadcasting or if it contains radio or television program listings; or (c) for a period of three years from Signing induce or attempt to induce any director or senior/key employee of the Company to leave the employment of the Company with a view to hiring such person; or (d) make use of or disclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of the Company or the SBS, except as allowed under the provisions of clause 14.4 and 14.5 and except as follows from the integrated administration of the Xxxxxxxx Group as described in clause 5; or (e) use or (insofar as it can reasonably do so) allow to be used (except by the Company) any trade name used by the Company at Signing or any other equity interests name intended or likely to be confused with such a trade name, except as provided for in the License Agreement; or (f) sell or Encumber its interest or any part thereof in Xxxxxxxx Xxxxxx B.V. to a third party, except for the rights of pledge for the benefit of (i) representing not more than three percent Sky Radio Ltd. under its license agreement with Xxxxxxxx Xxxxxx B.V., and (ii) SBS for the security of payment by Xxxxxxxx of its obligations under clause 13.4 of this agreement in case of a breach of this subclause (f); or (g) use or (insofar as it can reasonably do so) allow to be used any of the outstanding voting power Xxxxxxxx Trademarks or Xxxxxxxx Domain Names, as defined in the License Agreement, for any of the services and products set out in article 2.1(a) to (f) in the License Agreement for the term thereof. The provisions of this clause 13.1 do not have any effect whatsoever on the provisions in the License Agreement and the provisions of this clause 13 and the provisions of the License Agreement shall apply concurrently. 13.2 For the purposes of this clause: (a) Xxxxxxxx is concerned in a business if it carries it on as principal or agent or if: (i) it is a partner, director, employee, secondee, consultant or agent in, of or to any person that has voting securities traded who carries on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, business; or (ii) it has any direct or indirect financial interest (as shareholder or otherwise) in any person through any employee benefit plan or who carries on the business; or (iii) it is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct or indirect financial interest (as shareholder or otherwise) in Buyer Guarantor or any successor person who carried on the business, disregarding any interest held in Race Report Uitgeverij B.V. and Sky Radio Limited and disregarding any financial interest of a person in securities which are held for investment purposes only if that person. 10.3 The Seller undertakes to the Buyer , Xxxxxxxx and to each of the Buyer’s Related Persons that the Seller shall not, and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the BuyerVeronica’s Group, offer employment including the Association, (the Investors) are together interested in securities which amount to less than 10% of the issued securities of that class and which, in all circumstances, carry less than 10% of the voting rights (if any) attaching to the issued securities of that class, and provided that none of the Investors is involved in the management of the business of the issuer of the securities or employ, or offer to conclude any contract for services with (together “solicit or employ”), of any person who was employed connected with it other than by any Group Company on an annual salary the exercise of £40,000 or more on voting rights attaching to the Completion Date. This clause 10.3 shall not prevent any member securities; and (b) references to a company (including Xxxxxxxx) include its successors in business. 13.3 Each of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed restrictions in each paragraph or subclause above shall be enforceable by or on behalf of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Completion. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application SBS independently of each of the respective restrictions are no greater than is reasonable others and necessary for the protection its validity shall not be affected if any of the interests others is invalid. 13.4 In the event of a breach of the Buyer duties of Xxxxxxxx under clause 11.1 (a), (b), (d), (e), (f) and its Related Persons but that(g) and Xxxxxxxx has not remedied such breach within 30 days after due written notification by SBS of the breach in accordance with clause 15, if any such restriction Xxxxxxxx shall be adjudged by any court or authority pay to SBS or, at SBS’s sole option, to the Company, the sum of competent jurisdiction Euro 1,000,000 for each breach and, in addition, the sum of Euro 50,000 for each day that Xxxxxxxx continues to be void or unenforceable but would be valid if part in breach, without the need of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (a court order and without prejudice to its continued application elsewhere) any right of SBS or the said restriction Company to recover damages in excess of the amounts specified in this clause. The provisions of clause 10.10 shall apply within if payment of the jurisdiction penalty is due under this clause. The Parties acknowledge the importance of the non-competition and confidentiality obligations in this clause for SBS and that court such amounts represent a genuine and reasonable estimate of the damage likely to be suffered by SBS or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdictionthe Company if Xxxxxxxx breaches any of its obligations under this clause.

Protective Covenants. 10.1 For the purpose of this Clause 8.2, Related Parties and Affiliates shall in respect of the Seller not include Seller’s second-degree relatives (whether by blood or marriage) and any person of which his second-degree relatives have Control, in each case from time to time. 8.2.1 The Seller hereby undertakes to the Buyer Purchaser that he will not and to each of the Buyer’s Related Persons that the Seller shall not, and shall will procure that each other member none of the Seller’s Group that is a subsidiary undertaking of the Seller Guarantor shall nothis Affiliates will, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during for a period of two years 36 (thirty six) months after Completion. 10.2 Notwithstanding anything contained in this Agreement or , except with the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectlyPurchaser’s prior written consent: (a) acquiring beneficial ownership after carry on, develop, acquire or invest in a business in the date territory in which the Group carries on the Business at the Completion Date which is directly competing with the Business as carried out by the Group at the Completion Date, other than by way of this Agreement of any interest in any person or business (however such acquisition is structured) thatfinancial investments without granting him, directly or indirectly (including without limitationindirectly, through management functions or any Related Person of material influence in such person or business) ownscompany, manages, operates or engages in a Competing Business; provided that (i) such business his equity interest in that person does not constitute the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisition; orexceed 5%; (b) acquiring or holding beneficial ownership other than in respect of securities or other equity interests (i) representing not more than three percent any of the outstanding voting power of Carved-Out Individuals, enter into a contract for the services of, any natural person who is at that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to the Buyer and to each of the Buyer’s Related Persons that the Seller shall nottime, and shall procure that each other member of Seller’s Group shall notwas at the Completion Date or in the period from the Effective Date until the Completion Date, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the Buyer’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”), any person who was employed by or directly engaged in an executive or managerial position with any Group Company (except a person who responds, without any encouragement by or on an annual salary behalf of £40,000 or more on the Completion Date. This clause 10.3 shall not prevent any member of the Seller’s Group from employing Group, to a general public advertisement or through an employment, head hunting or recruitment agency); (c) seek to obtain orders from, or offer goods or services to, any person who responds has been a material customer of any Group Company within the 12 (twelve) months immediately preceding the Completion Date if such causes such customer to a public advertisement for cease ordering its orders from such Group Company; or (d) solicit or entice away from any Group Company any material supplier who regularly supplied goods or services to any Group Company within the relevant vacancy placed by 12 (twelve) months immediately preceding the Completion Date if such causes such supplier to cease supplying those goods or on behalf services to such Group Company. 8.2.2 Notwithstanding Clause 8.2.1, the Seller and each of his Affiliates shall be permitted to use the word ‘Groeneveld’ in the course of their business, except to the extent this would lead to any confusion with respect to the Business and in any event the use of the relevant word ‘Groeneveld’ by the Seller and each of its Affiliates will not be permitted in the same industries as in which the Purchaser’s Group is active immediately after Completion and to the extent the use of the word ‘Groeneveld’ would conflict with any trade name or trade xxxx used by any member of the SellerPurchaser’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after CompletionGroup. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application of each of the respective restrictions are no greater than is reasonable and necessary for the protection of the interests of the Buyer and its Related Persons but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable but would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdiction.

Protective Covenants. 10.1 9.1 The Seller undertakes provisions of this clause 9 are entered into with the intention of assuring to the Buyer and to each of its Affiliates and each Target Company the Buyer’s Related Persons full benefit and value of the goodwill and know how and connections of the Target Companies and as a constituent part of the Agreement for the sale and purchase of the Shares and the consideration for them is included in the Consideration. Accordingly, each Seller agrees that the Seller shall not, and shall procure that each other member of the Seller’s Group that is a subsidiary undertaking of the Seller Guarantor shall not, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectly: (a) acquiring beneficial ownership after the date of this Agreement of any interest in any person or business (however such acquisition is structured) that, directly or indirectly (including without limitation, through any Related Person of such person or business) owns, manages, operates or engages in a Competing Business; provided that (i) such business does not constitute the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisition; or (b) acquiring or holding beneficial ownership of securities or other equity interests (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to the Buyer and to each of the Buyer’s Related Persons that the Seller shall not, and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the Buyer’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”), any person who was employed by any Group Company on an annual salary of £40,000 or more on the Completion Date. This clause 10.3 shall not prevent any member of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Completion. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application of each of the respective restrictions 9 are no greater than is reasonable and necessary for the protection of the legitimate interests of the Buyer and do not operate harshly on the Sellers. 9.2 The Management Sellers severally undertake to and covenant with the Buyer, each of its Related Persons but thatAffiliates, if each Target Company and each buyer, assignee and shareholder mentioned in clause 9.6 that they will not and that they will procure that none of their Affiliates will, whether for their own account, or jointly with or on behalf of or as a shareholder in any other person, whether directly or indirectly, during the Relevant Period: (A) be engaged, concerned or interested in or associated within the Territory with any business which is the same as or similar to or in direct or indirect competition with any Relevant Business; and/or (B) within the Territory and in competition with any Target Company carry on or be engaged, concerned or interested in the sale of goods or provision of services, of a kind supplied by any Target Company in connection with its Relevant Business, to any person which was, at any time within the period of 12 months preceding the Completion Date, a client or customer of any Target Company; and/or (C) endeavour to procure the supply of goods or services from any person who is now or was during the 12 months preceding the Completion Date a supplier of goods or services in connection with any Relevant Business to any Target Company where such supply may have an adverse effect on or cause loss to any Target Company; and/or (D) solicit, interfere with or endeavour to entice away from any Target Company any person who is now or was, during the 12 months preceding the Completion Date, a client, customer, correspondent, agent of such Target Company nor enter into a partnership or any association, whether directly or indirectly, with any such restriction person except in relation to matters not directly or indirectly connected to the Relevant Business in the Territory; and/or (E) solicit, interfere with or endeavour to entice away from any Target Company or offer to employ or engage under a contract for services or enter into partnership with any person who is now or was, during the 12 months preceding the Completion Date, an officer or employee of, or full time consultant to, such Target Company; and/or (F) knowingly do or say anything which is or is calculated to be prejudicial to the interests of any Target Company or its business or which results or may result in the discontinuance of any contract or arrangement of benefit to any such Target Company, but so that nothing in this clause 9.2 shall prohibit the Management Sellers from holding (for investment purposes only), directly or indirectly, not more than five per cent. of the shares of a public company listed or dealt in on a recognised investment exchange (as defined in section 285 of the FSMA). 9.3 The Management Sellers undertake to and with the Buyer, each of its Affiliates, each Target Company and each buyer, assignee and shareholder mentioned in clause 9.6 that they will not, whether for their own account or jointly with or on behalf of or as a shareholder in any other person and shall procure that none of their Affiliates shall, whether directly or indirectly: (A) take away, make use of or disclose to any person (save insofar as necessary to comply with any statutory obligation or order of any Court or statutory tribunal of competent jurisdiction) any confidential information or trade secrets in its possession not in the public sphere (except as a result of breach of this Agreement) and which in any way relate to the business or other affairs of any Target Company or to any manufacturers, suppliers, customers, clients, agents or any other person who has, or who has had, any dealings with any Target Company; and/or (B) make use of the names “GAB Robins”, “GAB”, “Meridian”, “BRICS”, “SPECS”, “ALSC”, “GAB Robins Aviation”, “Weathereye”, or any corporate or business name which is identical or similar to, or is likely to be confused with, the corporate name or any trade or business name of any Target Company or which might suggest a connection with the same. 9.4 For the purposes of this clause 9: (A) the expression the “Relevant Business” shall mean any business conducted by any Target Company on the Completion Date or at any time during the 12 month period ending on the Completion Date including without limitation loss adjusting and claims handling; (B) the expression the “Relevant Period” shall mean the period of two years commencing on the Completion Date; and (C) the expression the “Territory” means the UK, USA and each other territory in which the Target Group has carried on or conducted business during the period of 12 months ended on the date of this Agreement. 9.5 Each of the undertakings and covenants contained in the separate paragraphs of clauses 9.2 and 9.3 is and shall be adjudged a separate undertaking and covenant by the Management Sellers. 9.6 The benefit of the covenants and undertakings given in this clause 9 shall be assignable by the Buyer to and become enforceable by any court buyer or authority assignee or other holder from time to time of competent jurisdiction any of the Shares or of any of the shares of any of the Subsidiaries or of all or any part of the Relevant Business. 9.7 If any restrictions in this clause 9 shall be found to be void invalid or unenforceable but would be valid or enforceable if part of the wording thereof of the restriction were to be deleted and/or or the period thereof for which it applies were to be reduced and/or or the range of activities or area dealt with thereby by it were to be reduced then (without prejudice to its continued application elsewhere) in scope, the said restriction concerned shall apply within the jurisdiction of that court or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdictionenforceable.

Protective Covenants. 10.1 The Seller 25.1 Subject to clauses 25.2 to 25.9, each Shareholder undertakes to with the Buyer other Shareholder and to each of with the Buyer’s Related Persons Company that the Seller shall not, it will not and shall that it will procure that each other no member of its Group will, either alone or in conjunction with or on behalf of any other person: (A) for a period of three years from the Seller’s Group Completion Date, establish, be directly or indirectly engaged in or have an equity interest in any entity or business that is a subsidiary undertaking of the Seller Guarantor shall not, (whether alone or jointly with another and whether directly or indirectly) carry on or be indirectly engaged in any manner Competing Business in any territory or territories, or assist any other person to do any of the foregoing; or (B) for a period of six years from the Completion Date (the “Competing Acquisition Period”), acquire, or acquire an equity interest in or acquire all or substantially all of the assets of, another entity or business which is directly or indirectly engaged in, whether as all or part only of its business, any Competing Business in (all entities and businesses so acquired being the Protected Territory during a period of two years after Completion“Relevant Acquired Undertaking”). 10.2 Notwithstanding anything contained 25.2 Nothing in this Agreement agreement shall prevent or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller a Shareholder (or any member of its Related Persons fromGroup) from doing, directly or indirectlybeing subject to, any of the following things: (aA) without prejudice to clause 25.2(B), being the holder of securities in a body corporate if such securities are listed on any stock market or other investment exchange and (i) (in aggregate with all other such securities held by any other members of its Group) such holding does not confer more than 10 per cent. of the votes which could normally be cast at a general meeting of the body corporate, and (ii) such Shareholder (and/or any other members of its Group) does not otherwise Control such body corporate; (B) acquiring, or acquiring beneficial ownership an interest in, or coming to have or hold, a Relevant Acquired Undertaking (whether as a result of a purchase, acquisition, takeover, merger or otherwise), provided that the relevant Shareholder (or member of its Group) complies with the provisions of clauses 25.3 to 25.7; (C) being upon and as a result of a GSK Strategic Transaction or Pfizer Strategic Transaction occurring (as the case may be and whether such GSK Strategic Transaction or Pfizer Strategic Transaction occurs before or after the date of this Agreement of any interest in any person or business (however such acquisition is structured) thatCompletion), directly or indirectly engaged in (including without limitation, through or having an equity interest in any Related Person of such person entity or businessbusiness that is directly or indirectly engaged in) owns, manages, operates or engages in a any Competing Business; , provided that the relevant Shareholder (or member of its Group) complies with the provisions of clauses 25.3 to 25.7; (D) disposing of (or otherwise transferring) any of its (or any member of its Group’s) [***], in each case, only as permitted by, and following compliance with, clause 14, or manufacturing, marketing, distributing, selling or otherwise commercialising any of its (or any member of its Group’s) [***]; (E) continuing to own and/or manage and develop in its sole discretion the businesses of any GSK Retained Business or Pfizer Retained Business, as applicable; (F) owning and operating: (i) such business does not constitute any Delayed Business in accordance with the principal business provisions of such person or business the SAPA; and (ii) any Deferred Closing Business in accordance with the provisions of the NEBA; (G) in the case of the GSK Shareholder and its Related PersonsGroup, taken as owning and operating the Alliance Market Business; and (H) any matter required by the SAPA. 25.3 During the Competing Acquisition Period, each Shareholder (for itself and on behalf of its Group) hereby grants to the Company a whole (based right of first negotiation in relation to any Competing Business referred to in clause 25.2(B) or clause 25.2(C), such right of first negotiation to be on the revenues terms set out in the remainder of this clause 25. 25.4 Within five Business Days of (i) any matter referred to in clause 25.2(B) or (ii) a GSK Strategic Transaction occurring or a Pfizer Strategic Transaction occurring (as the case may be) as referred to in clause 25.2(C), the relevant Shareholder shall notify the Company in writing of the relevant person or business during the four full calendar quarters immediately preceding same together with reasonable details thereof. 25.5 Subject to clause 25.8, no later than 30 days after the date on which the acquisition Company receives any notification in accordance with clause 25.4, the Company shall notify the relevant Shareholder in writing as to whether it is consummated) and (ii) if, interested in acquiring the financial year immediately preceding the date on which the acquisition is consummated, such relevant Competing Business was responsible for or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisition; or (b) acquiring or holding beneficial ownership of securities or other equity interests (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to rights and/or interests therein) from the Buyer and to each of the Buyer’s Related Persons that the Seller shall not, and shall procure that each relevant Shareholder (or any other member of Seller’s Group shall notits Group). 25.6 Subject to clause 25.8, within a period of one year after Completion if the Company notifies the relevant Shareholder in accordance with clause 25.5 that it is interested in acquiring the relevant Competing Business (whether alone or jointly with another and whether directly any rights and/or interests therein) from the relevant Shareholder (or indirectly) solicit or endeavour to entice away from any other member of its Group), then, during the Buyer’s [***] period from the date of such notification (the “Non-Compete ROFN Exclusivity Period”): (A) the relevant Shareholder (and any other member of its Group, offer employment ) shall not enter into any discussions or negotiations with any Third Party in relation to the disposal or employother transfer of, or offer actually dispose of or otherwise transfer (or agree to conclude any contract for services with (together “solicit or employ”do so), the relevant Competing Business (or any rights or interests therein) to any person who was employed outside its Group (save that, where this clause 25.6(A) applies by any Group Company on reason of an annual salary of £40,000 or more on the Completion Date. This event within clause 10.3 25.2(C), this clause 25.6(A) shall not restrict or prevent any member such actions where the same were already in process (by or at the initiative of the Seller’s Group from employing any person who responds counterparty party to a public advertisement for the relevant vacancy placed GSK Strategic Transaction or Pfizer Strategic Transaction transaction) prior to (as the case may be) the GSK Strategic Transaction or the Pfizer Strategic Transaction occurring, or which are reasonably considered by or on behalf of the relevant member of the SellerShareholder’s Group to be required in connection with antitrust matters, clearances, commitments or soliciting undertakings in respect of the transaction comprising, as the case may be, the GSK Strategic Transaction or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact the Pfizer Strategic Transaction); and (specifically made B) the relevant Shareholder and the Company shall negotiate in good faith with a view to allowing agreeing the terms and conditions upon which the Company (or another member of its Group) may acquire the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group Competing Business (or any person acting on rights and/or interests therein) from the relevant Shareholder (or another member of its behalfGroup). 25.7 Subject to clause 25.8, in the event that: (A) the Company notifies the relevant Shareholder under clause 25.5 that it is not interested in acquiring the relevant Competing Business from the relevant Shareholder (or another member of its Group); (B) the Company fails to notify the relevant Shareholder under clause 25.5 within the applicable timeframe as to whether or not it is interested in acquiring the relevant Competing Business from the relevant Shareholder (or another member of its Group); or (C) the Non-Compete ROFN Exclusivity Period expires and the Company and the relevant Shareholder (or the other relevant member(s) of their respective Groups) have not entered into a binding agreement in relation to the acquisition of the relevant Competing Business (or any rights and/or interests therein) (the date of such notification, in the case of paragraphs (A) and such person(B), or soliciting the date of such expiry, in the case of paragraph (C), being the “ROFN End Date”), then the following shall apply: (D) the relevant Shareholder (and any other member of its Group) shall be free to: (i) enter into discussions and/or negotiations with a Third Party in relation to the disposal or employing any person whose employment was terminated other transfer of the relevant Competing Business; and (ii) continue to own and operate the relevant Competing Business (and, for the avoidance of doubt, such ownership and operation shall not be restricted by a Group Company after Completionclause 25.1). 10.4 25.8 The Seller acknowledges and agrees that each provisions of clause 8.5 shall apply in relation to those actions or steps to be taken by the Company in connection with the process set out in clauses 10.1 25.5 to 10.3 25.7. 25.9 This clause 25 shall not apply: (inclusiveA) constitutes an entirely separate and independent restriction and that in the duration, extent and application of each case of the respective restrictions are no greater than GSK Shareholder, to the members of GSK’s Group engaging in the GSK Retained Businesses or any business relating to any product that is reasonable and necessary for (as regards the protection GSK Shareholder) excluded from the definition of “[***]”; and (B) in the case of the interests Pfizer Shareholder, to the members of Pfizer’s Group engaging in the Buyer and its Related Persons but that, if Pfizer Retained Businesses or any such restriction shall be adjudged by business relating to any court or authority product that is (as regards the Pfizer Shareholder) excluded from the definition of competent jurisdiction to be void or unenforceable but would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdiction“[***]”.

Protective Covenants. 10.1 The Seller 14.1 Each Shareholder undertakes to each other and, as a separate undertaking, to the Buyer Company (for itself and to as trustee for each member of the Buyer’s Related Persons Group) that the Seller shall it will not, and shall will procure that each other member of the Seller’s Group that is a subsidiary undertaking of the Seller Guarantor shall its Affiliates will not, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in during the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectly: (a) acquiring beneficial ownership after the date of this Agreement of any interest in any person or business (however such acquisition is structured) that, directly or indirectly (including without limitation, through any Related Person of such person or business) owns, manages, operates or engages in a Competing Business; provided that (i) such business does not constitute the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues of the relevant person or business during the four full calendar quarters immediately preceding from the date on which it ceases to be a Shareholder, solicit the acquisition is consummated) and (ii) ifservices of, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisition; or (b) acquiring or holding beneficial ownership of securities or other equity interests (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to the Buyer and to each of the Buyer’s Related Persons that the Seller shall not, and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from the Group any member director, employee or consultant of the Buyer’s GroupGroup who occupied a senior or managerial position in relation to the Group nor during such period shall the Shareholder knowingly aid or assist in or procure the employment by any person of any such person. 14.2 Subject to clause 14.4, offer employment during the Lock-up Period, each Shareholder undertakes that it will not, and that it will procure that its Restricted Affiliates will not, as long as such Shareholder holds shares in the Company during the Lock-up Period, engage in, expand, develop or carry out or be concerned or interested in any business that competes with the Business in any jurisdiction. 14.3 Each Shareholder undertakes to procure that if it or employany of its Restricted Affiliates proposes to engage in any new business, or offer to conclude carry out any contract for services expansion or development of an existing business in any jurisdiction that is not a Permitted Activity and that would compete with the Business of the Group Companies (together a “solicit or employRestricted Business Proposal”), it shall not, and will procure that its Restricted Affiliates shall not, engage in any person who was employed such Restricted Business Proposal unless it shall have first complied with the provisions of clause 14.4 and shall thereafter only engage in such Restricted Business Proposal to the extent permitted by any Group Company on an annual salary of £40,000 or more on the Completion Date. This clause 10.3 14.4. 14.4 The restrictions in clause 14.2 above shall not prevent apply so as to restrict in any member way any of the Seller’s activities set forth in schedule 7 (the “Permitted Activities”). 14.5 If any Shareholder or its Restricted Affiliate (the “Proposing Shareholder”) proposes to proceed with any Restricted Business Proposal, it shall not do so unless is shall have first proposed such Restricted Business Proposal to the VTTI Management Board for their analysis. Upon receipt of any Restricted Business Proposal by the VTTI Management Board, pursuant to this clause 14.5, the Shareholders will procure that the following process shall apply: (a) the VTTI Management Board shall make its recommendation or disapproval of this new project or expansion known to the Shareholders and shall, in the case of its recommendation, submit the proposal and the recommendation to the VTTI Supervisory Board for its approval within 30 days after having received the proposal from the relevant Shareholder provided that such recommendation: (i) shall only be made if the project or expansion can, in the discretion of the VTTI Management Board, reasonably be viewed as commercially reasonable based on other projects executed by the Group from employing Companies in the past; and (ii) shall include details of any person who responds amendments to a public advertisement the Annual Budget and Business Plan as shall, in the opinion of the VTTI Management Board, be necessary to reflect the required funding, including the capital expenditure, for the relevant vacancy placed by Restricted Business Proposal; and (b) the VTTI Supervisory Board shall review the proposal and the recommendation and shall vote on the proposal submitted to them pursuant to clause 14.5(a) in a meeting to be held no later than 15 days after the VTTI Management Board has made its recommendation; (c) if a majority of the VTTI Supervisory Board approves the Restricted Business Proposal, the Restricted Business Proposal will be implemented using a subsidiary or on behalf a newly incorporated wholly-owned direct or indirect subsidiary of the Company (a “Project Company”); and (d) if a majority of the VTTI Supervisory Board does not approve the Restricted Business Proposal the Proposing Shareholder (or its relevant Restricted Affiliate) may proceed to implement the Restricted Business Proposal provided that all of the VTTI Supervisory A Directors (if the Proposing Shareholder is the A Shareholder) or all of the VTTI Supervisory B Directors (if the Proposing Shareholder is the B Shareholder) voted in favour of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after CompletionRestricted Business Proposal. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application of each of the respective restrictions are no greater than is reasonable and necessary for the protection of the interests of the Buyer and its Related Persons but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable but would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdiction.

Protective Covenants. 10.1 (1) The Seller undertakes to covenants with the Buyer Purchaser (for itself and to as trustee for each of the Buyer’s Related Persons Nominated Purchaser and each Company) that the Seller shall not, and shall procure that each other neither it nor any member of the Seller’s 's Group that is a subsidiary undertaking of the Seller Guarantor shall not, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectlyshall: (a) acquiring beneficial ownership after the date for a period of this Agreement of 30 months from Completion be engaged in or operate any interest in any person or business (however such acquisition is structured) that, which directly or indirectly (including without limitationindirectly, through any Related Person of such person or business) ownsaggregates, managesstores, operates or engages and distributes for general consumption information similar to that offered by the Seller in a Competing Business; provided that (i) such business does not constitute relation to the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source Companies prior to Completion. For the avoidance of revenues of more than £10,000,000doubt, the Seller shall cause not be prohibited from aggregating, storing and distributing such information to the divestiture extent that such activities are customised for a specific customer in connection with a sale of that portion of such person the Seller's technology products through its Web Solutions Division or business that engages in such Competing Business within 12 months after through the consummation of such acquisitionother businesses retained by the Seller; or (b) acquiring for a period of 2 years from Completion induce or holding beneficial ownership of securities or other equity interests (i) representing not more than three percent attempt to induce any supplier of the outstanding voting power Seller or a Company to cease to supply, or to restrict or vary the terms of any person that has voting securities traded on a national securities exchangesupply, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to the Buyer and Seller or that Company; or (c) for a period of 2 years from Completion induce or attempt to each induce any director or senior employee employed in the Business or a Company to leave the employment of the Buyer’s Related Persons Purchaser or that Company save for Ean Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxx Ostryn and Xxxxxxx Xxxxxx (the employment of all of whom the Seller shall not, procure to be transferred to the Seller's Group prior to Completion and the Seller shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone or jointly with another indemnify the Purchaser and whether directly or indirectly) solicit or endeavour to entice away from any member of the Buyer’s Group, offer employment Purchaser's Group against any liability to or employin respect of such persons after Completion) ; or (d) employ or engage any of the Business Sale Employees or any of the employees of the Companies at Completion prior to 1st January 2001 save for Ean Xxxxx, or offer Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxx Ostryn and Xxxxxxx Xxxxxx (the employment of all of whom the Seller shall procure to conclude any contract for services with (together “solicit or employ”), any person who was employed by any be transferred to the Seller's Group Company on an annual salary of £40,000 or more on prior to Completion and the Completion Date. This clause 10.3 Seller shall not prevent indemnify the Purchaser and any member of the Seller’s Purchaser's Group from employing against any person who responds liability to or in respect of such persons after Completion); or (e) make use of or (except as required by law or any competent regulatory body) disclose or divulge to any third party any information of a public advertisement secret or confidential nature relating to the Business or the business or affairs of any Company; or (f) use or (insofar as he can reasonably do so) allow to be used (except by the Purchaser's Group or the Companies) any trade name used by the Business or a Company at Completion including but without limitation the name "Dialog" or any other name intended or likely to be confused with such a trade name other than for the relevant vacancy placed by or on behalf purposes of identification to third parties of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Seller post Completion. 10.4 The (2) Nothing in subclause (1) shall prevent the Seller acknowledges and agrees that from exercising the rights granted to it pursuant to the Distribution Agreement. (3) Each of the restrictions in each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that paragraph or subclause above shall be enforceable by the duration, extent and application Purchaser independently of each of the respective restrictions are no greater than is reasonable others and necessary for the protection its validity shall not be affected if any of the interests others is invalid. (4) If any of the Buyer and its Related Persons but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction to be those restrictions is void or unenforceable but would be valid if some part of the wording thereof restrictions were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction in question shall apply within the jurisdiction of that court or competent authority with such modifications modification as may be necessary to make it valid and effective in valid. (5) The Seller acknowledges that jurisdictionthe above provisions of this clause are no more extensive than is reasonable to protect the Purchaser as the purchaser of the Shares.

Protective Covenants. 10.1 The Each Seller undertakes to severally covenants with the Buyer Purchaser (for itself and to as trustee for each of the Buyer’s Related Persons Companies) that the Seller he shall not, and shall procure that each other member of the Seller’s Group that is a subsidiary undertaking of the Seller Guarantor shall not, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during : for a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or from Completion except on behalf of either of the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not Companies be concerned in any way prohibit business carrying on business which is competitive with any of the businesses carried on by the Companies at Completion and with which he was involved in the year prior to Completion; or for a period of two years from Completion, except on behalf of any of the Companies, canvass or solicit orders or sales for goods competitive with those being manufactured or dealt in or for services competitive with those being provided by any of the Companies at Completion from any person who is at Completion or has been at any time within the year prior to Completion a customer of any of the Companies; or for a period of two years from Completion, except on behalf of any of the Companies, deal with or accept orders for goods competitive with those being manufactured or dealt in or for services competitive with those being provided by any of the Companies at Completion from any person who is at Completion or has been at any time within the year prior to Completion a customer of any of the Companies; or for a period of two years from Completion induce or attempt to induce any supplier of any of the Companies to cease to provide supplies to, or to restrict the Seller supplies to that company or vary the terms of supply between the supplier and that company; or for a period of two years from Completion induce or attempt to induce any director or officer of any of the Companies or any of its Related Persons from, directly or indirectly: (a) acquiring beneficial ownership after the date of this Agreement other employee of any interest in any person or business (however such acquisition of the Companies who is structured) that, directly or indirectly (including without limitation, through any Related Person of such person or business) owns, manages, operates or engages employed in a Competing Businessmanagerial, technical, sales, marketing or product development capacity and who (in the case of any such directors, officers or employees) is employed by any of the Companies during the period the Seller was shareholder of any of the Companies to leave the employment of that company; provided that or make use of or (except: (i) such business does not constitute the principal business of such person as required by law or business and its Related Persons, taken as a whole (based on the revenues of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and any competent regulatory body; (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source to enforce a term of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisitionthis agreement; or (b) acquiring or holding beneficial ownership of securities or other equity interests (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) if disclosed on a confidential basis to the Sellers' professional advisers) disclose or divulge to any third party any information of a secret or confidential nature ("Confidential Information") relating to the business or affairs of any of the Companies. Confidential Information includes but is not limited to details relating to the Companies' Intellectual Property Rights, finances and future plans and targets not in Buyer Guarantor the public domain; or use (except by the Companies) any trade name used by the Companies at Completion or any successor person. 10.3 The Seller undertakes to the Buyer and to each of the Buyer’s Related Persons that the Seller shall not, and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone name intended or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the Buyer’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”), any person who was employed by any Group Company on an annual salary of £40,000 or more on the Completion Date. This clause 10.3 shall not prevent any member of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Completion. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application of each of the respective restrictions are no greater than is reasonable and necessary for the protection of the interests of the Buyer and its Related Persons but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction likely to be void or unenforceable but would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court or competent authority confused with such modifications as may be necessary to make it valid and effective in that jurisdictiona trade name.

Protective Covenants. 10.1 (i) The Seller undertakes Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and the Subsidiaries and that his services will be of special, unique and extraordinary value to the Buyer and to each Company. (ii) The Executive agrees that during the period of his employment with the Buyer’s Related Persons that the Seller shall notCompany, and shall procure that each other member of the Seller’s Group that is a subsidiary undertaking of the Seller Guarantor shall not, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during for a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or his Date of Termination for any reason (the other Transaction Agreements to the contrary"Noncompetition Period"), the restrictions set forth in this clause 10 he shall not in any way prohibit or restrict the Seller or any of its Related Persons frommanner, directly or indirectly:, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business being conducted by the Company or any of the Subsidiaries as of the Date of Termination in any geographic area in which the Company is then conducting such business. (aiii) acquiring beneficial ownership after The Executive further agrees that during the date of this Agreement of any interest Noncompetition Period he shall not, in any person or business (however such acquisition is structured) thatmanner, directly or indirectly induce or attempt to induce any employee of the Company or any of the Subsidiaries to terminate or abandon his or her employment for any purpose whatsoever. (including without limitation, through any Related Person of such person or businessiv) owns, manages, operates or engages Nothing in this paragraph (a) shall prohibit the Executive from being (A) a stockholder in a Competing Business; provided that mutual fund or a diversified investment company or (iB) such business does a passive owner of not constitute more than two percent of the principal outstanding stock of any class of a corporation any equity securities of which are publicly traded, so long as the Executive has no active participation in the business of such person or business and its Related Personscorporation. (v) If, taken as at any time of enforcement of this paragraph (a), a whole (based on court holds that the revenues of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source of revenues of more than £10,000,000restrictions stated herein are unreasonable under circumstances then existing, the Seller parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall cause be substituted for the divestiture of stated period, scope or area and that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisition; orcourt shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (b) acquiring or holding beneficial ownership of securities or other equity interests (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to the Buyer and to each of the Buyer’s Related Persons that the Seller Executive shall not, and shall procure that each other member at any time during the period he is employed by the Company or thereafter, make use of Seller’s Group shall notor disclose, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit , any trade secret or endeavour to entice away from any member other confidential or secret information of the Buyer’s GroupCompany or of the Subsidiaries or other technical, offer employment business, proprietary or financial information of the Company or of the Subsidiaries not available to the public generally or employto the competitors of the Company or of the Subsidiaries ("Confidential Information"), except to the extent that such Confidential Information (A) become a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of the Executive, or offer (B) is required to conclude be disclosed by any contract for services with law, regulation or order of any court or regulatory commission, department or agency. Promptly following the Date of Termination, the Executive shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data relating to any Confidential Information or the business of the Company or of the Subsidiaries which he may then possess or have under his control (together “solicit with all copies thereof); provided, however, that the Executive may retain copies of such documents as are necessary for the preparation of his federal or employ”)state income tax returns. (c) The Executive agrees that, any person who was while he is employed by any Group Company on an annual salary the Company, and after his Date of £40,000 or more on the Completion Date. This clause 10.3 Termination, he shall not prevent make any member false, defamatory or disparaging statements about the Company, the Subsidiaries, or the officers or directors of the Seller’s Group from employing any person who responds Company or the Subsidiaries that are reasonably likely to a public advertisement for cause material damage to the relevant vacancy placed Company, the Subsidiaries, or the officers or directors of the Company or the Subsidiaries. While the Executive is employed by or the Company, and after his Date of Termination, the Company agrees, on behalf of itself and the relevant member Subsidiaries, that neither the officers nor the directors of the Seller’s Group Company or soliciting the Subsidiaries shall make any false, defamatory or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view disparaging statements about the Executive that are reasonably likely to allowing cause material damage to the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after CompletionExecutive. 10.4 (d) The Seller acknowledges and agrees parties hereto agree that each the Company would be damaged irreparably in the event of clauses 10.1 to 10.3 any provision of paragraphs (inclusivea), (b) constitutes an entirely separate and independent restriction or (c), next above, were not performed by the Executive in accordance with their respective terms or were otherwise breached and that the duration, extent and application of each of the respective restrictions are no greater than is reasonable and necessary money damages would be an inadequate remedy for the protection of the interests of the Buyer and its Related Persons but that, if any such restriction nonperformance or breach. Therefore, the Company or its successors or assigns shall be adjudged by entitled, in addition to any court other rights and remedies existing in their favor, to an injunction or authority injunctions to prevent any breach or threatened breach of competent jurisdiction any such provisions and to be void enforce such provisions specifically (without posting a bond or unenforceable but other security). The parties hereto agree that the Executive would be valid if part damaged irreparably in the event of any provision of paragraph (c), next above, were not performed by the wording thereof Company in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Therefore, the Executive shall be entitled, in addition to be deleted and/or the period thereof were any other rights and remedies existing in his favor, to be reduced and/or the area dealt with thereby were an injunction or injunctions to be reduced then prevent any breach or threatened breach of any such provisions and to enforce such provisions specifically (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court posting a bond or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdictionother security).

Protective Covenants. 10.1 9.1 The Seller undertakes provisions of this clause 9 are entered into with the intention of assuring to the Buyer and to each of its Affiliates and each Target Company the Buyer’s Related Persons full benefit and value of the goodwill and know how and connections of the Target Companies and as a constituent part of the Agreement for the sale and purchase of the Shares and the consideration for them is included in the Consideration. Accordingly, each Seller agrees that the Seller shall not, and shall procure that each other member of the Seller’s Group that is a subsidiary undertaking of the Seller Guarantor shall not, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectly: (a) acquiring beneficial ownership after the date of this Agreement of any interest in any person or business (however such acquisition is structured) that, directly or indirectly (including without limitation, through any Related Person of such person or business) owns, manages, operates or engages in a Competing Business; provided that (i) such business does not constitute the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisition; or (b) acquiring or holding beneficial ownership of securities or other equity interests (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to the Buyer and to each of the Buyer’s Related Persons that the Seller shall not, and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the Buyer’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”), any person who was employed by any Group Company on an annual salary of £40,000 or more on the Completion Date. This clause 10.3 shall not prevent any member of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Completion. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application of each of the respective restrictions 9 are no greater than is reasonable and necessary for the protection of the legitimate interests of the Buyer and do not operate harshly on the Sellers. 9.2 The Management Sellers severally undertake to and covenant with the Buyer, each of its Related Persons but thatAffiliates, if each Target Company and each buyer, assignee and shareholder mentioned in clause 9.6 that they will not and that they will procure that none of their Affiliates will, whether for their own account, or jointly with or on behalf of or as a shareholder in any other person, whether directly or indirectly, during the Relevant Period: (A) be engaged, concerned or interested in or associated within the Territory with any business which is the same as or similar to or in direct or indirect competition with any Relevant Business; and/or (B) within the Territory and in competition with any Target Company carry on or be engaged, concerned or interested in the sale of goods or provision of services, of a kind supplied by any Target Company in connection with its Relevant Business, to any person which was, at any time within the period of 12 months preceding the Completion Date, a client or customer of any Target Company; and/or (C) endeavour to procure the supply of goods or services from any person who is now or was during the 12 months preceding the Completion Date a supplier of goods or services in connection with any Relevant Business to any Target Company where such supply may have an adverse effect on or cause loss to any Target Company; and/or (D) solicit, interfere with or endeavour to entice away from any Target Company any person who is now or was, during the 12 months preceding the Completion Date, a client, customer, correspondent, agent of such Target Company nor enter into a partnership or any association, whether directly or indirectly, with any such restriction person except in relation to matters not directly or indirectly connected to the Relevant Business in the Territory; and/or (E) solicit, interfere with or endeavour to entice away from any Target Company or offer to employ or engage under a contract for services or enter into partnership with any person who is now or was, during the 12 months preceding the Completion Date, an officer or employee of, or full time consultant to, such Target Company; and/or (F) knowingly do or say anything which is or is calculated to be prejudicial to the interests of any Target Company or its business or which results or may result in the discontinuance of any contract or arrangement of benefit to any such Target Company, but so that nothing in this clause 9.2 shall prohibit the Management Sellers from holding (for investment purposes only), directly or indirectly, not more than five per cent. of the shares of a public company listed or dealt in on a recognised investment exchange (as defined in section 285 of the FSMA). 9.3 The Management Sellers undertake to and with the Buyer, each of its Affiliates, each Target Company and each buyer, assignee and shareholder mentioned in clause 9.6 that they will not, whether for their own account or jointly with or on behalf of or as a shareholder in any other person and shall procure that none of their Affiliates shall, whether directly or indirectly: (A) take away, make use of or disclose to any person (save insofar as necessary to comply with any statutory obligation or order of any Court or statutory tribunal of competent jurisdiction) any confidential information or trade secrets in its possession not in the public sphere (except as a result of breach of this Agreement) and which in any way relate to the business or other affairs of any Target Company or to any manufacturers, suppliers, customers, clients, agents or any other person who has, or who has had, any dealings with any Target Company; and/or (B) make use of the names “GAB Robins”, “GAB”, “Meridian”, “BRICS”, “SPECS”, “ALSC”, “GAB Robins Aviation”, “Weathereye”, or any corporate or business name which is identical or similar to, or is likely to be adjudged confused with, the corporate name or any trade or business name of any Target Company or which might suggest a connection with the same. 9.4 For the purposes of this clause 9: (A) the expression the “Relevant Business” shall mean any business conducted by any court Target Company on the Completion Date or authority of competent jurisdiction to be void or unenforceable but would be valid if part of at any time during the wording thereof were to be deleted and/or 12 month period ending on the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (Completion Date including without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as may be necessary to make it valid limitation loss adjusting and effective in that jurisdiction.claims handling;

Protective Covenants. 10.1 20.1 The Seller undertakes to covenants with the Buyer Purchaser for itself and to for the benefit of each of Target Group Company and the Buyer’s Related Persons JV Company that the Seller it shall not, not and shall procure that each other no member of the Seller’s 's Group that is a subsidiary undertaking shall, without the prior written consent of the Seller Guarantor shall not, (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged in any manner in, any Competing Business in the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectlyPurchaser: (a) acquiring beneficial ownership for a period of three (3) years following Completion: (i) conduct a business or activity that is competing with the Business (including the Transferring Activities or Transferring IP) as conducted by the Target Group or the JV Company in any of the countries in which any Target Group Company or the JV Company are active at Completion; or (ii) save as holder of shares that do not exceed five percent (5%) of the issued and outstanding share capital of a company whose shares are traded on an internationally recognised stock exchange, be involved either as shareholder or otherwise in any business conducting business or activities that competes with the Business or Transferring Activities or Transferring IP as conducted by the Target Group or the JV Company in any of the countries in which any Target Group Company and the JV Company are active at Completion; or (b) for a period of two (2) years following Completion: (i) employ, engage, recruit, solicit, contact or approach with the purposes of offering employment any Key Employee; or (ii) employ, engage, recruit, solicit, contact or approach with the purposes of offering employment an Employee or consultant of the Business with a gross annual remuneration above EUR 100,000, provided that this shall not preclude any member of the Seller's Group from hiring any such (Key) Employee or as a result of placing general solicitation advertisements (including, without limitation, any general recruitment efforts conducted by any recruitment agency), in each case not specifically targeted at hiring any such (Key) Employee or consultant. 10231132943-v2 - 57 - 55-41021628 20.2 The restrictions in Clause 20.1(a) shall not apply insofar and to the extent that any member of the Seller's Group after the date of this Agreement of Signing Protocol Date acquires any interest in any person or business (however such acquisition is structured) thatand, directly or indirectly (including without limitationas a result of that acquisition, through acquires any Related Person of such person or business) owns, manages, operates or engages stake in a Competing Business; provided that (i) such business does not constitute the principal business of such any person or business and its Related Personswhose conduct or business falls within the restricted conduct or business set forth in Clause 20.1(a) (the "Relevant Interest"), taken provided that the Relevant Interest does not account for more than 10% (as a whole (based on the revenues measured by annual revenue) of the relevant activity of the person or business during acquired. 20.3 Despite anything to the four full calendar quarters immediately preceding contrary anywhere in this Agreement or any other Transaction Document, nothing, including none of the date restrictions in this Clause 20.2, shall prevent any member of the Seller's Group from carrying on the Excluded Business carried on by any member of the Seller's Group at the Signing Protocol Date, which in any event includes the acquisition is consummatedBiomedical Business and the DEM Business. 20.4 The Purchaser covenants with the Seller for itself and for the benefit of each member of the Seller's Group that, other than pursuant to any Continuing Agreement or Transaction Documents, it shall not and shall procure that no member of the Purchaser's Group shall: (a) and for a period of two (ii2) ifyears following Completion actively induce or attempt to induce any employee of the Seller's Group or any employee of the DEM Business to terminate their employment with any member of the Seller's Group, with a view to hiring such person, provided that this restriction shall not apply to the termination of employment or the hiring of any person following an unsolicited approach by that person at his or her own instigation or in response to an advertisement placed in the financial year immediately preceding the date on which the acquisition is consummatednational, such Competing Business was responsible for local or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisitiontrade media; or (b) acquiring or holding beneficial ownership of securities or other equity interests without prejudice to Clause 9.5 (i) representing not more than three percent of the outstanding voting power of any person that has voting securities traded on a national securities exchange, the Nasdaq Stock Market or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes including with respect to the Buyer and to each of the Buyer’s Related Persons that non-assert granted by the Seller shall not, and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the Buyer’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”Purchaser therein), use any person who was employed Intellectual Property Right, in its possession or under its control but exclusively pertaining to the Biomedical Business, for any other purpose than as may be specifically and expressly agreed by any Group Company on an annual salary of £40,000 or more on the Completion Date. This clause 10.3 shall not prevent any member of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of the relevant member of the Seller’s 's Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member in writing. 20.5 Each of the Seller’s Group to take advantage restrictions in each paragraph of the proviso to this clauseClause 20 (Protective Covenants) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Completion. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application shall be enforceable independently of each of the respective restrictions are no greater than is reasonable others and necessary for the protection its validity shall not be affected if any of the interests others is invalid. 20.6 If any of the Buyer and its Related Persons but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction to be restrictions in this Clause 20 (Protective Covenants) is void or unenforceable but would be valid if some part of the wording thereof restrictions were to be deleted and/or or restricted, the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction in question shall apply within the jurisdiction of that court or competent authority with such modifications modification as may be necessary to make it valid and effective in that jurisdictionvalid.

Protective Covenants. 10.1 The Seller 25.1 Non-compete by PLC (A) PLC undertakes to for the Buyer and to each benefit of the Buyer’s Related Persons Company, the Purchaser and the members of the Purchaser's Group that the Seller shall it will not, and shall procure that each no other member of the Seller’s its Group that is a subsidiary undertaking of the Seller Guarantor shall notshall, (whether either alone or jointly in conjunction with another and whether directly or indirectly) carry on behalf of any other person, at any time on or be engaged in any manner in, any Competing Business in the Protected Territory during a period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectly: (a) acquiring beneficial ownership after the date of this Agreement agreement, be engaged or interested in carrying on a serviced commercial offices business in the United Kingdom (save as the holder of shares or debt securities in a listed company which confer not more than five per cent of the votes which could normally be cast at a general meeting of the company). PROVIDED THAT there shall not be a breach of the above provision: (i) to the extent that PLC or any interest in member of its Group is doing anything pursuant to clause 2.2 of the Regus Brand Agreement; or (ii) where PLC or any person or business (however such acquisition is structured) that, member of its Group acquires any entity which carries on directly or indirectly (including without limitation, through any Related Person a serviced commercial offices business in the United Kingdom if the turnover of such person or business) owns, manages, operates or engages in a Competing Business; provided that (i) such business does not constitute comprise more than 10 per cent. of the principal business then aggregate turnover of such person or business the Company and its Related Persons, taken as a whole (based on the revenues of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisitionAffiliates; or (biii) acquiring where PLC or holding beneficial ownership any member of securities its Group acquires any entity which carries on directly or other equity interests indirectly a serviced commercial offices business in the United Kingdom, which business comprises more than 10 per cent. of the then aggregate turnover of the Company and its Affiliates, and PLC or the relevant member of its Group complies with the requirements set out in paragraph (B) below. (B) The requirements referred to in subparagraph (A)(iii) are as follows: (i) representing as soon as reasonably practicable (and, in any event, not more later than three percent months) after the acquisition, PLC or the relevant member of its Group shall offer to sell to the Company that part of the outstanding voting power of any person that has voting securities traded entity's business which carries on directly or indirectly a national securities exchange, serviced commercial offices business in the Nasdaq Stock Market or the over-the-counter market, United Kingdom; and (ii) in any the event that the Company declines such offer (and, in this regard, the Company shall respond within one month of receiving the offer), PLC or the relevant member of its Group shall as soon as reasonably practicable thereafter close down that part of the entity's business which carries on directly or indirectly a serviced commercial offices business in the United Kingdom or sell it to a person through any employee benefit plan or (iii) in Buyer Guarantor or any successor personwho is not a member of PLC's Group. 10.3 25.2 Non-compete by the Purchaser and its Group (A) The Seller Purchaser undertakes to for the Buyer and to each benefit of the Buyer’s Related Persons Company, PLC and each member of PLC's Group that the Seller shall it will not, and shall procure that each other no member of Seller’s its Group shall not(other than the Company and its Affiliates) shall, within a period of one year after Completion (whether either alone or jointly in conjunction with another and whether directly or indirectly) solicit or endeavour to entice away from any member of the Buyer’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”), any person who was employed by any Group Company on an annual salary of £40,000 or more on the Completion Date. This clause 10.3 shall not prevent any member of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of any other person, at any time on or after the date of this agreement, be engaged or interested in carrying on a serviced commercial offices business in the United Kingdom (save as the holder of shares or debt securities in a listed company which confer not more than five per cent. of the votes which could normally be cast at a general meeting of the company). (B) PROVIDED THAT there shall not be a breach of paragraph (A): (i) where the Purchaser or any member of its Group acquires any entity which carries on directly or indirectly a serviced commercial offices business in the United Kingdom if such business does not comprise more than 10 per cent. of the then aggregate turnover of the Company and its Affiliates; or (ii) where the Purchaser or any member of its Group acquires any entity which carries on directly or indirectly a serviced commercial offices business in the United Kingdom, which business comprises more than 10 per cent. of the then aggregate turnover of the Company and its Affiliates, and complies with the requirements of paragraph (C) below. (C) The requirements referred to in subparagraph (B)(ii) are as follows: (a) as soon as reasonably practicable (and, in any event, not later than three months) after the acquisition, the Purchaser or the relevant member of its Group shall offer to sell to PLC or any member of its Group that part of the Seller’s entity's business referred to in subparagraph (B)(ii); and (b) in the event that PLC and its Group decline such offer (and, in this regard, PLC and its Group shall respond within one month of receiving the offer), the Purchaser or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s its Group to take advantage shall as soon as reasonably practicable thereafter close down that part of the proviso entity's business referred to this clausein subparagraph (B)(ii) between such or sell it to a person who is not a member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after CompletionPurchaser's Group. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application of each of the respective restrictions are no greater than is reasonable and necessary for the protection of the interests of the Buyer and its Related Persons but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable but would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdiction.

Protective Covenants. 10.1 14.1 The Seller undertakes to Executive covenants with the Buyer and to each Company that the Executive shall not except with the prior written consent of the Buyer’s Related Persons that Company at any time after the Seller shall not, and shall procure that each other member termination (howsoever caused) of the Seller’s Group that is a subsidiary undertaking of Appointment during the Seller Guarantor shall not, Restricted Period and within the Restricted Area and either directly or indirectly and whether as principal and/or partner and/or manager and/or employee (whether alone paid or jointly with another and whether directly or indirectlyunpaid) carry on or be engaged and/or contractor and/or consultant and/or shareholder and/or agent and/or assistant and/or otherwise howsoever:- (a) engage in any manner in, business and/or trade in competition with any Competing Business in trade and/or business carried on by the Protected Territory Company or any of its Associated Companies during a the period of two years after Completion. 10.2 Notwithstanding anything contained in this Agreement or the other Transaction Agreements immediately prior to the contrary, the restrictions set forth in this clause 10 shall not in any way prohibit or restrict the Seller or any of its Related Persons from, directly or indirectly:Termination Date; (ab) acquiring beneficial ownership after the date of this Agreement of any interest in any person or business (however such acquisition is structured) that, directly or indirectly solicit approach deal with entice away or canvass or endeavour to solicit deal with or entice away from the Company or any such Associated Company of the Company (including without limitation, through or assist any Related Person other person company firm association or society (whether incorporated or otherwise) so to do) the custom of such any person or business) owns, manages, operates or engages in a Competing Business; provided that who was at any time during the period of five years prior to the Termination Date:- (i) a customer or client or in the habit of dealing with the Firm and/or the Company or any such business does not constitute the principal business of such person or business and its Related Persons, taken as a whole (based on the revenues Associated Company of the relevant person or business during the four full calendar quarters immediately preceding the date on which the acquisition is consummated) and (ii) if, in the financial year immediately preceding the date on which the acquisition is consummated, such Competing Business was responsible for or the source of revenues of more than £10,000,000, the Seller shall cause the divestiture of that portion of such person or business that engages in such Competing Business within 12 months after the consummation of such acquisitionCompany; or (bii) acquiring or holding beneficial ownership (without prejudice to the generality of securities or other equity interests sub-clause (i) representing not of this Clause) a customer or client or in the habit of dealing with the Executive in respect of services and/or products the same as or similar to those now or which at any time during the two years immediately preceding the Termination Date may have been provided by the Firm and/or Company. 14.2 The Executive hereby agrees and declares that if any one or more than three percent or any part of the outstanding voting power covenants contained in this Clause 14 shall be rendered or judged invalid or unenforceable by a court of any person that has voting securities traded on competent jurisdiction then such covenant or covenants or part of a national securities exchange, covenant shall be deemed to be severed from this Agreement and such invalidity or unenforceability shall not affect the Nasdaq Stock Market validity or the over-the-counter market, (ii) in any person through any employee benefit plan or (iii) in Buyer Guarantor or any successor person. 10.3 The Seller undertakes to the Buyer and to each enforceability of the Buyer’s Related Persons remaining covenant covenants or part of a covenant contained in this Clause 14 and the Executive hereby acknowledges that the Seller shall not, above restrictive covenants are not unfair and shall procure that each other member of Seller’s Group shall not, within a period of one year after Completion (whether alone or jointly with another and whether directly or indirectly) solicit or endeavour to entice away from any member of are not unreasonable in the Buyer’s Group, offer employment to or employ, or offer to conclude any contract for services with (together “solicit or employ”), any person who was employed by any Group Company on an annual salary of £40,000 or more on the Completion Date. This clause 10.3 shall not prevent any member of the Seller’s Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of the relevant member of the Seller’s Group or soliciting or employing persons contacted through bona fide search firms not targeting Group personnel if there has been no previous contact (specifically made with a view to allowing the relevant member of the Seller’s Group to take advantage of the proviso to this clause) between such member of the Seller’s Group (or any person acting on its behalf) and such person, or soliciting or employing any person whose employment was terminated by a Group Company after Completion. 10.4 The Seller acknowledges and agrees that each of clauses 10.1 to 10.3 (inclusive) constitutes an entirely separate and independent restriction and that the duration, extent and application of each of the respective restrictions are no greater than is reasonable and necessary circumstances for the protection of the interests goodwill and/or the business of the Buyer and its Related Persons but that, Company. 14.3 The Executive agrees that if the Executive shall receive from any such restriction shall be adjudged by any court person a bona fide offer of employment or authority of competent jurisdiction business association (including without limitation to be void or unenforceable but would be valid if part the generality of the wording thereof were foregoing a consultancy or partnership) either during the continuance of the Appointment or during any of the periods referred to be deleted and/or in this Clause 14 the period thereof were Executive shall immediately provide to be reduced and/or the area dealt with thereby were to be reduced then (without prejudice to its continued application elsewhere) the said restriction shall apply within the jurisdiction person making such a bona fide offer a complete and accurate copy of that court or competent authority with such modifications as may be necessary to make it valid and effective in that jurisdictionthis Agreement.