Common use of RESTRICTIVE COVENANT/NO SOLICITATION Clause in Contracts

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, to solicit, encourage or otherwise cause any employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term or for such longer period so long as Employer employs or compensates pays to Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii))the compensation set forth in Subsection 7(a) of this Agreement, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Subsection 10(a) is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination scheduled expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediaryand Employee shall not suffer others to, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer’s Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term, or for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v)receives cash compensation under this Agreement, 6(a)(vi), or 6(a)(vii))whichever period is shorter, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or for gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Paragraph 11 is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such the period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(vdescribed in Subparagraph 11(a), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer's Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly plan gaming or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term or for such longer period so long as Employer employs or compensates pays to Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii))the compensation set forth in Subsection 7(a) of this Agreement, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Section 10 is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediaryand Employee shall not suffer others to, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer’s Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v)that, 6(a)(vi)during the remainder of the Term, or 6(a)(vii))notwithstanding a termination of this Agreement under paragraph 6, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming or hotel business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, announced a plan for gaming or hotel operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this paragraph 11 is reasonable as to have hotel or gaming operationsduration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such the period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(vdescribed in Subparagraph 10(a), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediaryand Employee shall not suffer others to, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer’s Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s Affiliates have or Affiliate’s employee makes the initial contact seeking employment with Employee plan gaming or competitor as defined abovehotel operations. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that during the Term, or for such period as Employer employs continues to employ or compensates compensate Employee (including including, but not limited to payments made pursuant to Sections 6(a)(vSection 6(f)), 6(a)(vi), or 6(a)(vii))whichever is longer, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actionsnot, whether directly or indirectly, including by way of a third-party intermediary, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have publicly announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term, or for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v)receives cash compensation under this Agreement, 6(a)(vi), or 6(a)(vii))whichever period is shorter, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming or hotel business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly or otherwise, announced a plan for gaming or hotel operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Paragraph 11 is reasonable as to have hotel or gaming operationsduration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such the period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(vdescribed in Subparagraph 11(a), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer's Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly plan gaming or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that during the Term, or for such period as Employer employs continues to employ or compensates Employee (including payments made pursuant to Sections 6(a)(v)compensate Employee, 6(a)(vi), or 6(a)(vii))whichever is longer, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actionsnot, whether directly or indirectly, including by way of a third-party intermediary, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have publicly announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that during the Term set forth in Section 5, or for such period as Employer employs continues to employ or compensates Employee (including payments made pursuant to Sections 6(a)(v)compensate Employee, 6(a)(vi), or 6(a)(vii))whichever is longer, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming operations. Notwithstanding the foregoing, including any hotelEmployee shall have the right to provide consulting services to a business that is in competition with the principal business activity of Employer or its Affiliates if i) Employee is no longer employed by Employer or its Affiliates and ii) Employer has declined to engage Employee as a consultant at an hourly rate equal to the lesser of x) the hourly rate offered by Employee to other potential clients of Employee and y) an hourly rate having the same economic equivalent (taking into account salary, casinobonus, restaurantand medical benefits, lounge, nightclub, day club but excluding stock option or beach clubother stock based compensation) as Employee’s compensation with Employer at the time of her termination of employment with Employer. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. Employee and Company agree that during the Employee’s tenure with the Company, Employee had the opportunity to receive highly confidential and proprietary information of the Company and its affiliates. Further, Company’s decision to enter into this Agreement and to grant Employee the compensation described in Section 2 is directly related to Employee agreement to not participate into any business that is competitive with the Company without the expressed written permission of the Company. Accordingly, Employee agrees to the following: (a) Employee hereby covenants and agrees that for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v)until June 1, 6(a)(vi), or 6(a)(vii))2018, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer Company or its Affiliatesaffiliates (including but not limited to internet gaming except as may be conducted by Xxxx Xxxxxx under Longshot/Aspect Interactive or Fifth Street Interactive), in the United States of America, Macau, SAR, Monaco or about any other market in which Employer Company or its Affiliates affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), and for a period of one two (12) year years following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterEffective Date, Employee shall not take any actionsnot, whether directly or indirectly, including by way of a third-party intermediary, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer Company or its Affiliates with or affiliates on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer Company or its Affiliatesaffiliates, in or about any market in which Employer Company or its Affiliates affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (cd) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 4 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of EmployerCompany, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 4 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 4 within the maximum time, geographical or other limitations permitted by Nevada law. (de) Company gives Employee hereby agrees specific permission to provide consulting services to hotel and casino operations that any subsequent material change or changes in are under the continued management of Employee’s titleson, dutiesXxxx Xxxxxx, salary or compensation will not affect which currently include Fifth Street Gaming (including Fifth Street Interactive and Longshot/Aspect Interactive), Downtown Third, Downtown Grand, Lucky Club, Silver Nugget, Opera house, Little Macau Bar and Grill and the validity or scope of this Section 10Gold Spike, or invalidate this Section 10 in at any waytime following the Effective Date.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term, or for such period as Employer employs continues to employ or compensates Employee (including payments made pursuant to Sections 6(a)(v)compensate Employee, 6(a)(vi), or 6(a)(vii))whichever is longer, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or for gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such the period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(vdescribed in Subparagraph 11(a), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer’s Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s Affiliates have or Affiliate’s employee makes the initial contact seeking employment with Employee plan gaming or competitor as defined abovehotel operations. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 11 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 11 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 11 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term, and for such a period as Employer employs of twelve (12) months after any termination or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii))expiration of this Agreement, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming or hotel business that is in competition in any manner whatsoever with the principal business activity activities of Employer or its Employer’s Affiliates, in or about within a one hundred (100) mile radius around any market in which Employer or its Employer’s Affiliates currently operate or have announcedgaming and/or hotel operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, publicly or otherwiseterms and geographical area and that the same protects the legitimate interests of Employer, a plan imposes no undue hardship on Employee, and is not injurious to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach clubthe public. (b) Employee hereby further covenants and agrees that, for such the period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(vdescribed in Section 11(a), 6(a)(vi)Employee, his Affiliates or other employer shall not directly solicit or attempt to solicit for employment, or 6(a)(vii)), and for a period of one (1) year following the termination of employment hire or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, to solicit, encourage engage as an independent contractor or otherwise cause obtain the services of any management level employee of Employer or its Employer’s Affiliates with or on behalf of himself or any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined aboveother Person. (c) Employee hereby further covenants acknowledges and agrees that that, because of the restrictive covenants contained in this Section unique and extraordinary nature of his services, any breach or threatened breach of the provisions of Sections 10 are reasonable as or 11 hereof will cause irreparable injury and incalculable harm to durationEmployer and Employer shall, terms accordingly, be entitled to injunctive and geographical area other equitable relief for such breach or threatened breach and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are resort by Employer to such injunctive or other equitable relief shall not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are be deemed to exceed the time, geographic waive or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 limit in any wayrespect any right or remedy which Employer may have with respect to such breach or threatened breach.

RESTRICTIVE COVENANT/NO SOLICITATION. In consideration of the mutual promises and covenants contained in this Agreement, including but not limited to the compensation identified in Section 6 (as applicable) and 7 of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Employee agrees as follows: (a) Employee hereby covenants and agrees that for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii))the during the Restricted Period, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage directly or otherwise participate in any manner or fashion in any indirectly, provide services to a competing business that is are the same as or similar in competition in any manner whatsoever with the principal business activity of purpose or function to those Employee provided to Employer or any of its AffiliatesAffiliates during the last two (2) years of Employee’s employment with Employer or that are likely to result in the use or disclosure of Confidential Information, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or club, beach club, or sports wagering or online gaming operations. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following that during the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterRestricted Period, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, to solicit, encourage or otherwise cause any employee of Employer or its Affiliates to leave employment, with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub nightclub, beach club, or beach club sports wagering or online gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby covenants and agrees that, at any time during the Restricted Period, Employee shall not, directly or indirectly, solicit any current, former (within the preceding one-year period) or prospective customer of Employer or any of its Affiliates with whom Employee had material contact or about whom Employee acquired Confidential Information during the last two (2) years of her employment to terminate, reduce or negatively alter his, her, its relationship with Employer or to do business with a competing business. (d) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the publicpublic and do not impose any restraint that is greater than is required for the protection of Employer and its Affiliates. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law, and enforce the covenants as revised. (de) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. In consideration of the mutual promises and covenants contained in this Agreement, including but not limited to the compensation identified in Section 6 (as applicable) and 7 of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Employee agrees as follows: (a) Employee hereby covenants and agrees that for the entire Term of this Agreement, unless terminated sooner pursuant to Sections 6(a)(i), (v) or (vi), and for such period as Employer employs or hereunder compensates Employee (including payments made pursuant to Sections 6(a)(v), ) or 6(a)(vi), or 6(a)(vii)), Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage directly or otherwise participate in any manner or fashion in any indirectly, provide services to a competing business that is are the same as or similar in competition in any manner whatsoever with the principal business activity of purpose or function to those Employee provided to Employer or any of its AffiliatesAffiliates during the last two (2) years of Employee’s employment with Employer or that are likely to result in the use or disclosure of Confidential Information, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. Employee further agrees that in the event Employee unilaterally resigns her employment, or is termed pursuant to Section 6(a)(ii), (iii) or (iv), prior to the expiration of the Term of the Agreement, this provision shall survive and shall continue to be in full force and effect for the duration of the Restricted Period (defined below). (b) Employee hereby further covenants and agrees that, for such period as Employer employs or hereunder compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)Section 6), and for a period of one (1) year following the termination of employment or compensationcompensation (the “Restricted Period”), for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, to solicit, encourage or otherwise cause any employee of Employer or its Affiliates to leave employment, with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby covenants and agrees that, at any time during the Restricted Period, Employee shall not, directly or indirectly, solicit any current, former (within the preceding one-year period) or prospective customer of Employer or any of its Affiliates with whom Employee had material contact or about whom Employee acquired Confidential Information during the last two (2) years of her employment to terminate, reduce or negatively alter his, her, its relationship with Employer or to do business with a competing business. (d) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the publicpublic and do not impose any restraint that is greater than is required for the protection of Employer and its Affiliates. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law, and enforce the covenants as revised. (de) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term, or for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v)receives cash compensation under this Agreement, 6(a)(vi), or 6(a)(vii))whichever period is shorter, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or for gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Paragraph 11 is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such the period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(vdescribed in Subparagraph 11(a), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer’s Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s Affiliates have or Affiliate’s employee makes the initial contact seeking employment with Employee plan gaming or competitor as defined abovehotel operations. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that during the Term, or for such period as Employer employs continues to employ or compensates compensate Employee (including payments made pursuant to Sections 6(a)(v)following the Term, 6(a)(vi), or 6(a)(vii))whichever is longer, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actionsnot, whether directly or indirectly, including by way of a third-party intermediary, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have publicly announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term or for such longer period as that Employer employs or compensates pays to Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii))the compensation set forth in Subsection 7(a) of this Agreement, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Subsection 10(a) is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination scheduled expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediaryand Employee shall not suffer others to, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer’s Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, to solicit, encourage or otherwise cause any employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that during the Term, or for such period as Employer employs continues to employ or compensates Employee (including payments made pursuant to Sections 6(a)(v)compensate Employee, 6(a)(vi), or 6(a)(vii))whichever is longer, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that during the Term, or for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v)receives cash compensation under this Agreement, 6(a)(vi), or 6(a)(vii))whichever is shorter, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actionsnot, whether directly or indirectly, including by way of a third-party intermediary, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate or have publicly announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, (i) during the Term or for such period as Employer employs Employee receives cash compensation under this Agreement, whichever period is shorter, or compensates Employee (including payments made ii) in the event of a termination pursuant to Sections 6(a)(vSubparagraph 7(h), 6(a)(vi), or 6(a)(vii))for one year after the date of such termination, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or for gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Paragraph 12 is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurantand is not injurious to the public. Notwithstanding the foregoing, lounge, nightclub, day club the provisions of this Subsection 12(a) shall not apply in the event of a termination under Subparagraph 7(f) or beach club7(g). (b) Employee hereby further covenants and agrees that, for such the applicable period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(vdescribed in Subparagraph 12(a), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer’s Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming, nightclub or beach club for gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term of this Agreement or for such longer period so long as Employer employs or compensates pays to Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii))the compensation set forth in Paragraph 8(a) of this Agreement, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Paragraph 11 is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurantand is not injurious to the public. Notwithstanding the foregoing, lounge, nightclub, day club the provisions of this Section 11(a) shall not apply in the event of a termination of this Agreement pursuant to either Section 7(d) or beach clubSection 7(f) of this Agreement. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term of this Agreement and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term of this Agreement, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediaryand Employee shall not suffer others to, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer's Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that during the Term, or for such period as Employer employs continues to employ or compensates Employee (including payments made pursuant to Sections 6(a)(v)compensate Employee, 6(a)(vi), or 6(a)(vii))whichever is longer, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 11 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 11 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 11 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term, or for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v)receives cash compensation under this Agreement, 6(a)(vi), or 6(a)(vii))whichever period is shorter, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any gaming business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or for gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Paragraph 11 is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such the period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(vdescribed in Subparagraph 11(a), 6(a)(vi), or 6(a)(vii)), and for a period of one (1) year following the termination of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is later, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer's Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employees Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly plan gaming or otherwise, a plan to have hotel or gaming, nightclub or beach club operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that during the Term, or for such period as Employer employs continues to employ or compensates compensate Employee (including payments made pursuant to Sections 6(a)(v)in accordance with the terms of this Agreement, 6(a)(vi), or 6(a)(vii))whichever is longer, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming operations, including any hotel, casino, restaurant, lounge, nightclub, day club or beach club. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediary, indirectly solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any market in which Employer or its Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 11 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 11 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 11 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term or for such longer period so long as Employer employs or compensates pays to Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii))the compensation set forth in Subsection 8(a) of this Agreement, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediaryand Employee shall not suffer others to, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer’s Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer’s Affiliates, in or about any market in which Employer or its Employer’s Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.

RESTRICTIVE COVENANT/NO SOLICITATION. (a) Employee hereby covenants and agrees that that, during the Term or for such longer period so long as Employer employs or compensates pays to Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii))the compensation set forth in Subsection 8(a) of this Agreement, Employee shall not, not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) per cent of a publicly traded corporation, corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly or otherwise, announced a plan to have for hotel or gaming operations. Employee hereby further covenants and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, including any hotelterms and geographical area and that the same protects the legitimate interests of Employer, casinoimposes no undue hardship on Employee, restaurant, lounge, nightclub, day club or beach cluband is not injurious to the public. (b) Employee hereby further covenants and agrees that, for such period as Employer employs or compensates Employee (including payments made pursuant to Sections 6(a)(v), 6(a)(vi), or 6(a)(vii)), during the Term and for a period of one (1) year following the termination expiration of employment or compensation, for any reason, with or without Cause, or Employee’s resignation from employment, whichever is laterthe Term, Employee shall not take any actions, whether directly or indirectly, including by way of a third-party intermediaryand Employee shall not suffer others to, solicit or attempt to solicit, encourage or otherwise cause solicit for employment any management level employee of Employer or its Employer's Affiliates with or on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Employer's Affiliates, in or about any market in which Employer or its Employer's Affiliates currently operate have or have announced, publicly or otherwise, a plan to have hotel or gaming, nightclub or beach club gaming operations. The parties agree that the terms “solicit, encourage or otherwise cause” include Employee’s participation in the recruitment, applicant assessment or review, and employee selection. The parties further agree that this Section 10(b) applies even if the then-Employer’s or Affiliate’s employee makes the initial contact seeking employment with Employee or competitor as defined above. (c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, terms and geographical area and that they protect the legitimate interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions and limitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that a court of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or other limitations permitted by Nevada law. (d) Employee hereby agrees that any subsequent material change or changes in Employee’s title, duties, salary or compensation will not affect the validity or scope of this Section 10, or invalidate this Section 10 in any way.