Common use of Reasonableness of Covenants Clause in Contracts

Reasonableness of Covenants. The Restricted Party acknowledges that he or she is sophisticated in business and that the restrictions and remedies set forth in this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihood. The Restricted Party acknowledges that the covenants set forth herein are necessary for the reasonable, proper, and necessary protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein is reasonable in respect to scope, subject matter, length of time and geographic area and are intended to be enforceable to the maximum extent permitted by applicable Law. Before providing services, whether as a director, manager, employee, consultant, independent contractor or otherwise, to any Person during the Restricted Period, the Restricted Party shall be required to disclose the existence of this Agreement to such Person, and if requested by such Person, Live Oak and its Affiliates (including the Company and its Subsidiaries) shall be permitted to share a complete copy of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein has a unique, substantial and immeasurable value to Live Oak and its Affiliates (including the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oak, in executing the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with the covenants in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party for its reasonable, documented and out-of-pocket costs and expenses, including reasonable legal fees, incurred in connection with such litigation, including any appeal therefrom.

Reasonableness of Covenants. The Restricted Party acknowledges In signing this Agreement, Executive gives the Company assurance that he or she is sophisticated in business Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9. Executive agrees that the restrictions and remedies set forth in this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihood. The Restricted Party acknowledges that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) Affiliates and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable secrets and confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by applicable Lawthe restraints. Before Executive agrees that, before providing services, whether as a director, manager, employee, an employee or consultant, independent contractor or otherwise, to any Person entity during the Restricted Periodperiod of time that Executive is subject to the constraints in Section 9(b) hereof, the Restricted Party shall be required to disclose the existence Executive will provide a copy of this Agreement (including, without limitation, this Section 9) to such Personentity, and if requested by the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 9) with such Personentity or any other entity to which Executive performs services. Executive acknowledges that each of these covenants has a unique, Live Oak very substantial and its Affiliates (including immeasurable value to the Company and its Subsidiaries) shall be permitted Affiliates and that Executive has sufficient assets and skills to share provide a complete copy livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein has a uniquein this Section 9, substantial and immeasurable value to Live Oak and its Affiliates (including that Executive will reimburse the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oak, in executing the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with the covenants in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party Affiliates for its reasonable, documented and out-of-pocket all costs and expenses, (including reasonable legal attorneys’ fees, ) incurred in connection with any action to enforce any of the provisions of this Section 9 if either the Company and/or any of its Affiliates prevails on any material issue involved in such litigationdispute. It is also agreed that each of the Company’s Affiliates will have the right to enforce all of Executive’s obligations to that Affiliate under this Agreement and shall be third party beneficiaries hereunder, including any appeal therefromwithout limitation pursuant to this Section 9.

Reasonableness of Covenants. The Restricted Party acknowledges that he or she is sophisticated in business In signing this Agreement, the Executive gives the Company Group and Apax Partners, L.P. assurance that the restrictions Executive has carefully read and remedies set forth in considered all of the terms and conditions of this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihoodAgreement, including the restraints imposed under this Section 9. The Restricted Party acknowledges Executive agrees that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company Group and its Subsidiaries) Apax Partners, L.P. and their legitimate business interests. Such legitimate business interests include (but are not limited to) respective trade secrets, valuable secrets and confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, of subject matter, length of time and geographic area area, and are intended to be enforceable that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the maximum extent permitted by applicable LawCompany Group and Apax Partners, L.P. and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Before providing services, whether as a director, manager, employee, consultant, independent contractor The Executive further covenants that the Executive will not challenge the reasonableness or otherwise, to enforceability of any Person during the Restricted Period, the Restricted Party shall be required to disclose the existence of this Agreement to such Person, and if requested by such Person, Live Oak and its Affiliates (including the Company and its Subsidiaries) shall be permitted to share a complete copy of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein has a uniquein this Section 9. Notwithstanding the foregoing, substantial and immeasurable value to Live Oak and its Affiliates (including in the event the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oakceases paying or providing any of the amounts or benefits due under Section 7 above, in executing if payable, other than as a result of the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted PartyExecutive’s compliance with post-employment violation of any of the covenants set forth in this AgreementSection 9, then the Executive may provide the Company with written notice specifying that such cessation of payment has occurred and provide the Company with a period of not less than thirty (30) days to cure such cessation. In the event the Company does not cure such cessation of any litigation relating payment within the thirty (30) day cure period, then the Executive shall cease to be subject to the post-employment restrictions set forth in Sections 9(b) and (c) above. It is also agreed that each member of the Company Group will have the right to enforce all of the Executive’s obligations to that member under this Agreement, including without limitation pursuant to this Section 9, and that the prevailing Party as determined by a court Executive will have the right to enforce all of competent jurisdiction in a final non-appealable order shall be entitled the obligations of each member of the Company Group and Apax Partners, L.P. to seek reimbursement from the non-prevailing Party for its reasonable, documented and out-of-pocket costs and expensesExecutive against the Company, including reasonable legal fees, incurred in connection with such litigation, including any appeal therefromwithout limitation pursuant to this Section 9.

Reasonableness of Covenants. The Restricted Party acknowledges that he or she is sophisticated in business and In signing this Agreement, the Executive gives the Company assurance that the restrictions Executive has carefully read and remedies set forth in considered all of the terms and conditions of this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihoodAgreement, including the restraints imposed under this Section 9 hereof. The Restricted Party acknowledges Executive agrees that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) affiliates and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing Confidential Information and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by applicable Lawthe restraints. Before The Executive agrees that, before providing services, whether as a director, manager, employee, an employee or consultant, independent contractor or otherwise, to any Person entity during the Restricted Periodperiod of time that the Executive is subject to the constraints in Section 9(a) hereof, the Restricted Party shall be required to disclose the existence Executive will provide a copy of Section 9 of this Agreement to such Personentity. The Executive acknowledges that each of these covenants has a unique, very substantial and if requested by such Person, Live Oak and its Affiliates (including immeasurable value to the Company and its Subsidiaries) shall be permitted affiliates and that the Executive has sufficient assets and skills to share provide a complete copy livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein in this Section 9. The parties to this Agreement agree that, in any action brought by the Company to enforce any of the provisions of this Section 9, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the other party. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 9, so long as, as part of any such enforcement effort, the affiliate agrees to be directly obligated under Section 9(d) as if it were the Company. The Company acknowledges that its covenant in Section 9(d) has a unique, very substantial and immeasurable value to Live Oak and its Affiliates (including the Company and its Subsidiaries)Executive. The Restricted Party acknowledges Company further covenants that Live Oak, in executing it or its affiliates will not challenge the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with reasonableness or enforceability of the covenants set forth in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party for its reasonable, documented and out-of-pocket costs and expenses, including reasonable legal fees, incurred in connection with such litigation, including any appeal therefromSection 9(d).

Reasonableness of Covenants. The Restricted Party acknowledges that he or she is sophisticated in business and In signing this Agreement, the Executive gives the Company assurance that the restrictions Executive has carefully read and remedies set forth in considered all of the terms and conditions of this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihoodAgreement, including the restraints imposed under this Section 9 hereof. The Restricted Party acknowledges Executive agrees that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) affiliates and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing Confidential Information and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by applicable Lawthe restraints. Before The Executive agrees that, before providing services, whether as a director, manager, employee, an employee or consultant, independent contractor or otherwise, to any Person entity during the Restricted Periodperiod of time that the Executive is subject to the constraints in Section 9(a) hereof, the Restricted Party shall be required to disclose the existence Executive will provide a copy of Section 9 of this Agreement to such Personentity. The Executive acknowledges that each of these covenants has a unique, very substantial and if requested by such Person, Live Oak and its Affiliates (including immeasurable value to the Company and its Subsidiaries) shall be permitted affiliates and that the Executive has sufficient assets and skills to share provide a complete copy livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein in this Section 9, and that the Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 9 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this Section 9. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 9 so long as, as part of any such enforcement effort, the affiliate agrees to be directly obligated under Section 9(d) as if it were the Company. The Company acknowledges that its covenant in Section 9(d) has a unique, very substantial and immeasurable value to Live Oak the Executive. The Company further covenants that it or its affiliates will not challenge the reasonableness or enforceability of the covenants set forth in Section 9(d), and its Affiliates that the Company will reimburse the Executive for all costs (including the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oak, in executing the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with the covenants in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party for its reasonable, documented and out-of-pocket costs and expenses, including reasonable legal attorneys’ fees, ) incurred in connection with any action to enforce Section 9(d) if either the Executive prevails on any material issue involved in such litigation, including dispute or if the Company challenges the reasonableness or enforceability of any appeal therefromof Section 9(d).

Reasonableness of Covenants. The Restricted Party acknowledges In signing this Agreement, Executive gives the Company assurance that he or she is sophisticated in business Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9. Executive agrees that the restrictions and remedies set forth in this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihood. The Restricted Party acknowledges that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) Affiliates and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable secrets and confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by applicable Lawthe restraints. Before Executive agrees that, before providing services, whether as a director, manager, employee, an employee or consultant, independent contractor or otherwise, to any Person entity during the Restricted Periodperiod of time that Executive is subject to the constraints in Sections 9(b) and 9(c) hereof, the Restricted Party shall be required to disclose the existence Executive will provide a copy of this Agreement (including, without limitation, this Section 9) to such Personentity, and if requested by the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 9) with such Personentity or any other entity to which Executive performs services. Executive acknowledges that each of these covenants has a unique, Live Oak very substantial and its Affiliates (including immeasurable value to the Company and its Subsidiaries) shall be permitted Affiliates and that Executive has sufficient assets and skills to share provide a complete copy livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein has a unique, substantial and immeasurable value in this Section 9. It is also agreed that each of the Company’s Affiliates will have the right to Live Oak and its Affiliates (including the Company and its Subsidiaries). The Restricted Party acknowledges enforce all of Executive’s obligations to that Live Oak, in executing the Merger Affiliate under this Agreement and the Related Agreementsshall be third party beneficiaries hereunder, placed significant reliance on the Restricted Party’s compliance with the covenants in including without limitation pursuant to this AgreementSection 9. In the event of any litigation relating an action is filed to enforce the covenants set forth in this AgreementSection 9, then the prevailing Party as determined by a court of competent jurisdiction party or parties in a final non-appealable order such action shall be entitled to seek reimbursement an award of its costs, including attorneys’ fees, from the non-prevailing Party for its reasonable, documented and out-of-pocket costs and expenses, including reasonable legal fees, incurred in connection with such litigation, including any appeal therefromparty or parties not prevailing.

Reasonableness of Covenants. The Restricted Party acknowledges that he or she is sophisticated in business and In signing this Agreement, the Executive gives the Company assurance that the restrictions Executive has carefully read and remedies set forth in considered all of the terms and conditions of this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihoodAgreement, including the restraints imposed under this Section 9 hereof. The Restricted Party acknowledges Executive agrees that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) affiliates and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing secrets and prospective vendors, suppliers or customers, Confidential Information and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by applicable Lawthe restraints. Before The Executive agrees that, before providing services, whether as a director, manager, employee, an employee or consultant, independent contractor or otherwise, to any Person entity during the Restricted Periodperiod of time that the Executive is subject to the constraints in Section 9(b) hereof, the Restricted Party shall be required to disclose the existence Executive will provide a copy of this Agreement (including, without limitation, this Section 9) to such Personentity, and if requested by the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 9) with such Personentity or any other entity to which the Executive performs services. The Executive acknowledges that each of these covenants has a unique, Live Oak very substantial and its Affiliates (including immeasurable value to the Company and its Subsidiaries) shall be permitted affiliates and that the Executive has sufficient assets and skills to share provide a complete copy livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein has a uniquein this Section 9, substantial and immeasurable value to Live Oak and its Affiliates (including that the Executive will reimburse the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oak, in executing the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with the covenants in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party affiliates for its reasonable, documented and out-of-pocket all costs and expenses, (including reasonable legal attorneys’ fees, ) incurred in connection with any action to enforce any of the provisions of this Section 9 if either the Company and/or its affiliates prevails on any material issue involved in such litigationdispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this Section 9. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this Agreement and shall be third party beneficiaries hereunder, including any appeal therefromwithout limitation pursuant to this Section 9.

Reasonableness of Covenants. The Restricted Party acknowledges In signing this Agreement, Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9. Executive agrees that he or she is sophisticated in business and that the restrictions and remedies set forth in this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihood. The Restricted Party acknowledges that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) affiliates and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable secrets and confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted by applicable Law. Before providing servicesaggregate, whether as a director, manager, employee, consultant, independent contractor or otherwise, to any Person will not prevent Executive from obtaining other suitable employment during the Restricted Periodperiod in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, the Restricted Party shall be required very substantial and immeasurable value to disclose the existence of this Agreement to such Person, and if requested by such Person, Live Oak and its Affiliates (including the Company and its Subsidiaries) shall be permitted affiliates and that Executive has sufficient assets and skills to share provide a complete copy livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein has a uniquein this Section 9, substantial and immeasurable value to Live Oak and its Affiliates (including that Executive will reimburse the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oak, in executing the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with the covenants in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party affiliates for its reasonable, documented and out-of-pocket all costs and expenses, (including reasonable legal attorneys’ fees, ) incurred in connection with any action to enforce any of the provisions of this Section 9 if either the Company and/or any of its affiliates is the prevailing party in such litigationdispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 9. It is also agreed that each of the Company’s affiliates will have the right to enforce all of Executive’s obligations to that affiliate under this Agreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 9. Executive acknowledges and agrees that the restrictive covenants set forth in this Agreement are independent covenants and shall be in addition to, and shall not supersede or be deemed to be in lieu of, any appeal therefromrestrictive covenants set forth in any other agreement between Executive and the Company or its affiliates, including, without limitation, any restrictive covenants set forth in any equity-based incentive plan or grant agreement.

Reasonableness of Covenants. The Restricted Party acknowledges that he or she is sophisticated in business and In signing this Agreement, the Executive gives the Company assurance that the restrictions Executive has carefully read and remedies set forth in considered all of the terms and conditions of this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihoodAgreement, including the restraints imposed under this Section 9 hereof. The Restricted Party acknowledges Executive agrees that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak the Company Group and its Affiliates (including the Company trade secrets and its Subsidiaries) confidential information and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by applicable Lawthe restraints. Before The Executive agrees that, before providing services, whether as a director, manager, employee, an employee or consultant, independent contractor or otherwise, to any Person entity during the Restricted Periodperiod of time that the Executive is subject to the constraints in Section 9(b) hereof, the Restricted Party shall be required to disclose the existence of this Agreement to such Person, and if requested by such Person, Live Oak and its Affiliates (including the Company and its Subsidiaries) shall be permitted to share Executive will provide a complete copy of this Agreement with (including, without limitation, this Section 9) to such Person entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 9) to such entity or any other Person entity to which the Restricted Party Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Agreement. Each The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth herein has a uniquein this Section 9, substantial and immeasurable value to Live Oak and its Affiliates that the Executive will reimburse the Company Group for all costs (including the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oak, in executing the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with the covenants in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party for its reasonable, documented and out-of-pocket costs and expenses, including reasonable legal attorneys’ fees, ) incurred in connection with any action to enforce any of the provisions of this Section 9 if any member of the Company Group prevails on any material issue involved in such litigationdispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this Section 9. It is also agreed that each member of the Company Group will have the right to enforce all of the Executive’s obligations to that member under this Agreement and shall be third party beneficiaries hereunder, including any appeal therefrom.without limitation pursuant to this Section 9. (h)

Reasonableness of Covenants. The Restricted Party acknowledges In signing this Agreement, Executive gives the Company assurance that he or she is sophisticated in business Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 8. Executive agrees that the restrictions and remedies set forth in this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihood. The Restricted Party acknowledges that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) Affiliates and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable secrets and confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by applicable Lawthe restraints. Before Executive agrees that, before providing services, whether as a director, manager, employee, an employee or consultant, independent contractor or otherwise, to any Person entity during the Restricted Periodperiod of time that Executive is subject to the constraints in Section 8(b) hereof, the Restricted Party shall be required to disclose the existence Executive will provide a copy of this Agreement (including, without limitation, this Section 8) to such Personentity, and if requested by the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 8) with such Personentity or any other entity to which Executive performs services. Executive acknowledges that each of these covenants has a unique, Live Oak very substantial and its Affiliates (including immeasurable value to the Company and its Subsidiaries) shall be permitted Affiliates and that Executive has sufficient assets and skills to share provide a complete copy livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of this Agreement with such Person or any other Person to which the Restricted Party performs services. Each of the covenants set forth herein has a uniquein this Section 8, substantial and immeasurable value to Live Oak and its Affiliates (including that Executive will reimburse the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oak, in executing the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with the covenants in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party Affiliates for its reasonable, documented and out-of-pocket all costs and expenses, (including reasonable legal attorneys' fees, ) incurred in connection with any action to enforce any of the provisions of this Section 8 if either the Company and/or any of its Affiliates prevails on any material issue involved in such litigationdispute. It is also agreed that each of the Company's Affiliates will have the right to enforce all of Executive's obligations to that Affiliate under this Agreement and shall be third party beneficiaries hereunder, including any appeal therefromwithout limitation pursuant to this Section 8.

Reasonableness of Covenants. The Restricted Party acknowledges that he or she is sophisticated in business and In signing this Agreement, the Executive gives the Company assurance that the restrictions Executive has carefully read and remedies set forth in considered all of the terms and conditions of this Agreement do not create an undue hardship and will not prevent him or her from earning a livelihoodAgreement, including the restraints imposed under this Section 8 hereof. The Restricted Party acknowledges Executive agrees that the covenants set forth herein these restraints are necessary for the reasonable, proper, reasonable and necessary proper protection of Live Oak and its Affiliates (including the Company and its Subsidiaries) Group and their legitimate business interests. Such legitimate business interests include (but are not limited to) trade secrets, valuable secrets and confidential business information that may not qualify as trade secrets, substantial relationships with numerous existing and prospective vendors, suppliers or customers, and goodwill associated with the trade names of the Business and their specific marketing areas. The Restricted Party acknowledges and agrees that each and every one of the covenants set forth herein restraints is reasonable in respect to scope, subject matter, length of time and geographic area area, and are intended to be enforceable to that these restraints, individually or in the maximum extent permitted aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by applicable Lawthe restraints. Before The Executive agrees that, before providing services, whether as a director, manager, employee, an employee or consultant, independent contractor or otherwise, to any Person entity during the Restricted Period, the Restricted Party Executive shall be required to disclose the existence of this Agreement to such Person, and if requested by such Person, Live Oak and its Affiliates (including the Company and its Subsidiaries) shall be permitted to share provide a complete copy of this Agreement (including, without limitation, this Section 8) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 8) with such Person entity or any other Person entity to which the Restricted Party Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Agreement. Each The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive shall not challenge the reasonableness or enforceability of any of the covenants set forth herein has a uniquein this Section 8, substantial and immeasurable value to Live Oak and its Affiliates that the Executive shall reimburse the Company Group for all costs (including the Company and its Subsidiaries). The Restricted Party acknowledges that Live Oak, in executing the Merger Agreement and the Related Agreements, placed significant reliance on the Restricted Party’s compliance with the covenants in this Agreement. In the event of any litigation relating to this Agreement, the prevailing Party as determined by a court of competent jurisdiction in a final non-appealable order shall be entitled to seek reimbursement from the non-prevailing Party for its reasonable, documented and out-of-pocket costs and expenses, including reasonable legal attorneys’ fees, ) incurred in connection with any action to enforce any of the provisions of this Section 8 if any member of the Company Group prevails on any material issue involved in such litigationdispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this Section 8. It is also agreed that each member of the Company Group shall have the right to enforce all of the Executive’s obligations to such Member under this Agreement and shall be third party beneficiaries hereunder, including any appeal therefromwithout limitation pursuant to this Section 8.