Common use of Restrictive Covenants Clause in Contracts

Restrictive Covenants. The Executive agrees that he or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The Executive In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that he or she shall not, during the Non-Compete Periodterm of this Agreement, and for a period of three (3) years following the termination of this Agreement, the Employee shall not directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (a) engage in, have an interest in, alone or otherwise be employed by (whether as an owner, operator, a partner, member, manager, employeejoint venturer, officer, director, member, employee, consultant, advisoragent, independent contractor or stockholder of, or representative), provide consulting or management services lender to, any company or permit his business, (i) engage in the business of solid waste collection, disposal or her name to be used recycling (the "Solid Waste Services Business") in connection with the activities of, any business or organization, engaged in a business that is competitive with a business market in which the Company or any of its Subsidiaries engages (a “Competitive Business”); providedsubsidiaries or affiliates does business, that ownership or any other line of less than one percent (1%) business which is entered into by the Company or any of its subsidiaries or affiliates during the outstanding stock of any publicly traded corporation shall not be deemed to be a violation term of this Section 5 solely by reason thereof; providedAgreement, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor (ii) compete with the Company or independent representative shall not be deemed to be a violation any of this Section 5 solely by reason thereof so long as providing such services is not its subsidiaries or affiliates in acquiring or merging with any other business or acquiring the primary duties or business activities assets of such individualother business; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;or (b) solicit for any Person who is orreason, within the prior twelve (12i) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a induce any customer of the Company or any of its Subsidiaries subsidiaries or persuade affiliates to patronize any business directly or attempt to persuade indirectly in competition with the Solid Waste Services Business conducted by the Company or any such Person not to be a of its subsidiaries or affiliates in any market in which the Company or any of its subsidiaries or affiliates does business; (ii) canvass, solicit or accept from any customer of the Company or any of its Subsidiaries subsidiaries or affiliates any such competitive business; or (iii) request or advise any customer or vendor of the Company or any of its subsidiaries or affiliates to reduce the amount of withdraw, curtail or cancel any such customer's or vendor's business that such customer does with the Company or any of its Subsidiariessubsidiaries or affiliates; or (c) for any reason, employ, or enter into knowingly permit any company or seek business directly or indirectly controlled by him, to enter into employ, any agreement (to the extent such agreement is of a nature that is related to the business in which person who was employed by the Company or any of its Subsidiaries engage) withsubsidiaries or affiliates at or within the prior six months, or in any manner seek to the Executive’s knowledge, induce any such Person; or (c) contact, approach or solicit for the purpose of offering employment person to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment or services with the Company or its Affiliates; provided, that notwithstanding employment. Notwithstanding the foregoing, general solicitations the beneficial ownership of employment published in less than five percent (5%) of the shares of stock of any corporation having a journal, newspaper class of equity securities actively traded on a national securities exchange or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors over-the-counter market shall not be deemed deemed, in and of itself, to constitute solicitation for purposes violate the prohibitions of this Section 5(c)Section. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. 16.1 The Executive agrees covenants with and undertakes to the Company that he or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):: (a) engage in, have an interest in, at any time during the Term or otherwise be employed by within three (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, 3) years from the date of the expiry or representative), provide consulting termination of the Term in Hong Kong or management services to, in the PRC or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business other jurisdiction in which the Company Group operates either alone or jointly with or as manager, agent or employee for any person, firm or company directly or indirectly and whether or not for gain: (i) engage or be engaged or interested in or concerned with the Business carried on from time to time by the Group or any of its Subsidiaries engages other business competing or likely to compete (a directly or indirectly) with the businesses operated by the Group from time to time (“Competitive Restricted Business”); provided; (ii) take employment with any person, that ownership firm, company or organization engaged in the PRC or any other jurisdiction in which the Group operates whether directly or indirectly in any of less than the Restricted Business (but this restriction shall not operate so as to prohibit an employment none of the duties of which relate to such businesses) nor assist any such person, firm, company or organization with technical, commercial or professional advice in relation to the Restricted Business; (iii) be interested in any project or proposal on behalf or for the benefit of any person who within one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply year prior to the Executive following the expiry or termination of the Executive’s employment by Term is a principal, joint venture partner, contracting party or client of the Company, Group or an Affiliate of any of the provisions of this Section 5(a) shall be deemed waived with respect to the Executiveforegoing; (biv) solicit be interested in any Person who is orproject or proposal for the acquisition, within the prior twelve (12) monthsturning to account, was, development of or whose Affiliate is or, within the prior twelve (12) months, was a customer investment in any asset of the Company or any member of the Group, unless such asset is offered by the Company or any member of the Group for sale to, turning to account or development by third parties; or (b) at any time after the expiry of termination of the Term use for any purpose whatsoever the name or trading style of the Company in Hong Kong or in the PRC or any other part of the world or represent himself or themselves as carrying on or continuing or being connected with the Company or any member of the Group or (where applicable) any of its Subsidiaries shareholders or persuade their respective business; (c) within three (3) years from the date of the expiry or attempt termination of the Term, solicit or entice away from the Company or any member of the Group any director, manager or employee who has, at any time, during the period of one (1) year immediately preceding such expiry or termination been employed or engaged by the Company or any member of the Group; (d) within three (3) years from the date of the expiry or termination of the Term, employ or otherwise engage any person who has during the period of one (1) year immediately preceding such expiry or termination been a director, manager, employee of or consultant to persuade the Company or any member of the Group and who by reason of such Person not employment is or may be likely to be a customer in possession of any confidential information or trade secrets relating to the business of the Company or any member of its Subsidiaries the Group or to reduce the amount business of the customers of the Company; (e) within three (3) years from the date of the expiry or termination of the Term, solicit business that such customer does in competition with the Company or any member of its Subsidiariesthe Group from any person, firm, company or enter into organization which at any time during the period of one (1) year immediately preceding such expiry or seek to enter into any agreement (to termination has dealt with the extent Company or which on such agreement expiry or termination is in the process of a nature that is related to the business in which negotiating with the Company or any member of its Subsidiaries engage) withthe Group in relation to any of the Restricted Business, to and with whom or which during such period the Executive’s knowledge, any such PersonExecutive has had personal dealings in the course of his Term; orand (cf) contactwithin three (3) years from the date of the expiry or termination of the Term, approach solicit or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by entice away from the Company or its Affiliates as an employee any member of the Group any customer or supplier who has, at any time, during the period of one (1) year immediately preceding twelve (12) months such expiry or attempt to persuade any Person not to continue to be employed termination been a customer or retained by supplier of the Company or its Affiliates or to terminate his or her employment or services with any member of the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)Group. (d) Notwithstanding anything to 16.2 While the contrary restrictions contained in this Section 5, with respect clause are considered by the parties to be reasonable in all the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities circumstances it is recognised that are competitive with the businesses in which any restrictions of the Mexican Subsidiaries of nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any such restrictions shall be adjudged to be void as going beyond what is reasonable in all the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary circumstances for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach interests of the provisions of this Section 5 will cause the Company irreparable harm, which cannot but would be adequately compensated by money damages, (y) valid if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority part of the members wording thereof were deleted or amended or the periods (if any) thereof were reduced or the range of businesses or area dealt with thereby were reduced in scope the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches said restriction or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any restrictions shall apply with such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies modifications as may be available necessary to make it or them valid, effective and enforceable. 16.3 Since the Company Executive may also obtain in the course of his Term hereunder by reason of services rendered for such breach, including the recovery of money damages. If or offices held in any other company knowledge of the provisions trade secrets or other confidential information of this Section 5 are determined to be wholly or partially unenforceablesuch company, the Executive hereby agrees that this Agreement he will at the request and cost of the Company enter into a direct agreement or undertaking with such company whereby he will accept restrictions corresponding to the restrictions herein contained (or such of them as may be appropriate in the circumstances) in relation to such products and services and such area and for such period the Company may reasonably require for the protection of its legitimate interests. 16.4 The Company hereby covenants with and undertakes in favor of the Executive that neither it nor any of its subsidiaries will after the expiry or termination of the Term use the Executive’s name or represent that the Executive is carrying on or continuing to be or being connected with the Company or any provision hereof may be reformed so member of the Group or their respective businesses whether in Hong Kong or the PRC or elsewhere. 16.5 For the purposes of clause 16.1: (a) “employee” includes any staff of the Company or any member of the Group or any successors thereof; and (b) “assets” include intellectual property rights and know-how of all forms and descriptions that it is enforceable are related to the maximum extent permitted by law. If any of the provisions principal businesses carried on from time to time by the Company or any member of this Section 5 are determined the Group during the Term and all licenses and rights to be wholly use or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce apply any such covenant in any other jurisdictionrights or know-how. 16.6 For the purposes of clause 16.3:

Restrictive Covenants. The Executive In consideration of his employment and the other benefits arising under this Agreement, Employee agrees that he or she shall not, during the Non-Compete Periodterm of this Agreement, and for a period of three (3) years following the termination of this Agreement, Employee shall not directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (a) engage in, have an interest in, alone or otherwise be employed by (whether as an owner, operator, a partner, member, manager, employeejoint venturer, officer, director, member, employee, consultant, advisoragent, independent contractor or stockholder of, or representative), provide consulting or management services lender to, any company or permit his business, (i) engage in the business of solid waste collection, disposal or her name to be used recycling (the “Solid Waste Services Business”) in connection with the activities of, any business or organization, engaged in a business that is competitive with a business market in which the Company or any of its Subsidiaries engages (a “Competitive Business”); providedsubsidiaries or affiliates does business, that ownership or any other line of less than one percent (1%) business which is entered into by the Company or any of its subsidiaries or affiliates during the outstanding stock of any publicly traded corporation shall not be deemed to be a violation term of this Section 5 solely by reason thereof; providedAgreement, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor (ii) compete with the Company or independent representative shall not be deemed to be a violation any of this Section 5 solely by reason thereof so long as providing such services is not its subsidiaries or affiliates in acquiring or merging with any other business or acquiring the primary duties or business activities assets of such individualother business; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;or (b) solicit for any Person who is orreason, within the prior twelve (12i) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a induce any customer of the Company or any of its Subsidiaries subsidiaries or persuade affiliates to patronize any business directly or attempt to persuade indirectly in competition with the Solid Waste Services Business conducted by the Company or any such Person not to be a of its subsidiaries or affiliates in any market in which the Company or any of its subsidiaries or affiliates does business; (ii) canvass, solicit or accept from any customer of the Company or any of its Subsidiaries subsidiaries or affiliates any such competitive business; or (iii) request or advise any customer or vendor of the Company or any of its subsidiaries or affiliates to reduce the amount of withdraw, curtail or cancel any such customer’s or vendor’s business that such customer does with the Company or any of its Subsidiariessubsidiaries or affiliates; or (c) for any reason, employ, or enter into knowingly permit any company or seek business directly or indirectly controlled by him, to enter into employ, any agreement (to the extent such agreement is of a nature that is related to the business in which person who was employed by the Company or any of its Subsidiaries engage) withsubsidiaries or affiliates at or within the prior six months, or in any manner seek to the Executive’s knowledge, induce any such Person; or (c) contact, approach or solicit for the purpose of offering employment person to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment or services with the Company or its Affiliates; provided, that notwithstanding employment. Notwithstanding the foregoing, general solicitations the beneficial ownership of employment published in less than five percent (5%) of the shares of stock of any corporation having a journal, newspaper class of equity securities actively traded on a national securities exchange or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors over-the-counter market shall not be deemed deemed, in and of itself, to constitute solicitation for purposes violate the prohibitions of this Section 5(c)Section. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The Executive agrees (a) During the Employment Term and, in the event that he or she shall notthe Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the Non18-Compete Periodmonth period following such termination, the Employee will not directly or indirectly (other than on behalf of as a director, officer, executive employee, manager, consultant, independent contractor, advisor or at the request of the Company or its Subsidiaries): (aotherwise) engage inin competition with, have an or own any interest in, perform any services for, participate in or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection connected with the activities of, any business or organization, engaged organization that engages in a business that is competitive competition with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”the FIRSTPLUS Companies within the meaning of Section 8(d); , provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; providedhowever, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a8(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation prohibit the Employee's ownership of not more than 2% of the total shares of all classes of stock outstanding of any publicly held company. (b) In the event that the Employee's employment is terminated for purposes any reason (including the non-renewal of this Agreement in accordance with Section 5(c2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, solicit, retain, compensate or otherwise induce or attempt to induce any person who is and/or was an employee of any of the FIRSTPLUS Companies at any time during the six months prior to the Employee's termination, to leave the employ of the FIRSTPLUS Companies, or in any way interfere with the relationship between any of the FIRSTPLUS Companies and any employee thereof. (c) During the Employment Term and, in the event that the Employee's employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 18-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the FIRSTPLUS Companies if such action by the Employee would have a material adverse effect on the business, assets or financial condition of any of the FIRSTPLUS Companies, or materially interfere with the relationship between any such person or entity and any of the FIRSTPLUS Companies. (d) Notwithstanding anything to the contrary For all purposes in this Section 58, a person or entity (including without limitation, the Employee) shall be deemed to be a competitor of or engaging in competition with respect to one or more of the country FIRSTPLUS Companies, if such person or entity engages in any business competing with, or substantially similar to, the businesses of Mexicoone or more of the FIRSTPLUS Companies, this Section 5 will only apply (and therefore will be limited) to activities that are competitive as such businesses exist at the time of termination of the Employee's employment with the businesses Company in any state of the United States of America in which any of the Mexican Subsidiaries FIRSTPLUS Companies conduct, or are actively investigating the possibility of conducting, their businesses at the Company engagestime of such termination. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause 8 shall cease to be applicable to any state in which the Company irreparable harmFIRSTPLUS Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, which cannot unless within three months after such termination, the FIRSTPLUS Companies, or any of them, have commenced soliciting prospective customers in such state, and have effectuated either of the following: (i) the opening of an office in such state; or (ii) the hiring of one or more employees to be adequately compensated by money damages, employed in such state or the assignment of one or more incumbent employees to solicit business in such state. (ye) if In connection with the Executive breaches or threatens to breach the foregoing provisions of this Section 5 8, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the Company limitations set forth in this Section 8 (by vote of a majority including, without limitation, time limitations) are reasonable and properly required for the adequate protection of the members current and future businesses of the BoardFIRSTPLUS Companies. It is understood that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) seeks an injunction against shall survive the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches expiration or threatens to breach the provisions termination of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionAgreement.

Restrictive Covenants. The Executive agrees Unless otherwise determined by the Committee in its sole discretion, by accepting the RSUs, the Grantee acknowledges that he or she shall not, during the Non-Compete Period, directly or indirectly Grantee is bound by the following restrictive covenants (other than on behalf of or at the request of the Company or its Subsidiaries“Restrictive Covenants”): (a) engage inExcept to the extent (1) expressly authorized in writing by the Company or (2) required by law or any legal process, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection the Grantee shall not at any time during the Grantee’s Employment with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking Affiliates or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of date the ExecutiveGrantee’s employment by the CompanyEmployment terminates use, the provisions of this disseminate, disclose or divulge to any person or to any firm, corporation, association or other business entity, Confidential Information (as defined in Section 5(a20 herein) shall be deemed waived with respect to the Executive; or proprietary Trade Secrets (bas defined in Section 20 herein) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries Affiliates; (b) The Grantee shall not at any time during the Grantee’s Employment with the Company or persuade any of its Affiliates or attempt to persuade following the date the Grantee’s Employment terminates make any such Person derogatory, disparaging or negative statements, orally, written or otherwise, against the Company or any of its Affiliates or any of their respective directors, officers and employees; (c) During the Restricted Period (as defined in Section 20 herein), the Grantee shall not to be become employed in any capacity by, or become an officer, employee, director, agent, consultant, shareholder or partner of, or perform any services for, or otherwise hold an interest (other than the ownership of less than 5% of the stock or other equity interests of a customer publicly traded firm or corporation) in, any Competitor (as defined in Section 20 herein) of the Company or any of its Subsidiaries Affiliates; (d) During the Restricted Period, the Grantee shall not directly or indirectly, on his or her own behalf or on behalf of any other person or entity, solicit or hire, attempt to reduce solicit or hire, or assist any other person in soliciting or hiring any employee, agent or contractor of the amount Company or any of its Affiliates or induce any employee, agent or contractor of the Company or any of its Affiliates to terminate his or her or her Employment or cease doing business that such customer does with the Company or any of its SubsidiariesAffiliates for any reason whatsoever; and (e) During the Restricted Period, the Grantee shall not directly or enter into indirectly, on his or seek to enter into her own behalf or on behalf of any agreement (to the extent such agreement is other person or entity, including any Competitor of a nature that is related to the business in which the Company or any of its Subsidiaries engageAffiliates, (1) with, to the Executive’s knowledge, engage in any such Person; or (c) contact, approach business transaction or solicit for the purpose of offering employment to relationship or hiring or retaining, or actually hire or retain perform any Person who is or was employed or retained by services in any material way competitive with the Company or any of its Affiliates as an employee during the immediately preceding twelve (12) months with or attempt to persuade any Person not to continue to be employed for a client or retained by prospective client of the Company or any of its Affiliates or (2) interfere with any business relationship between the Company or any of its Affiliates and any client or prospective client of the Company or any of its Affiliates or induce any client or prospective client to discontinue any business relationship with the Company or any of its Affiliates or to terminate his refrain from entering into a business relationship or her employment or services transaction with the Company or any of its Affiliates; provided. The Restrictive Covenants are in addition to and do not supersede any rights the Company or any of its Affiliates may have in law or at equity or under any other agreement. By accepting the RSUs, the Grantee shall further agree that notwithstanding it is impossible to measure in money the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything damages which will accrue to the contrary Company or any of its Affiliates in this Section 5the event the Grantee breaches the Restrictive Covenants. Therefore, with respect if the Company or any of its Affiliates shall institute any action or proceeding to enforce the country provisions hereof, the Grantee shall agree to waive the claim or defense that the Company or any of Mexico, this Section 5 will only apply (its Affiliates has an adequate remedy at law and therefore will be limited) the Grantee shall agree not to activities assert in any such action or proceeding the claim or defense that are competitive with the businesses in which Company or any of its Affiliates has an adequate remedy at law. If at any time the Committee reasonably believes that the Grantee has breached any of the Mexican Subsidiaries Restrictive Covenants described in Sections 8(a) through 8(e), the Committee may suspend the vesting of Grantee’s RSUs pending a good faith determination by the Committee of whether any such Restrictive Covenant has been breached, it being understood that such suspension shall not cause the settlement to be delayed beyond the last date that settlement may occur pursuant to Section 4(b) hereof. If the Committee determines in good faith that the Grantee has breached any such Restricted Covenants, the Grantee shall immediately forfeit any outstanding unvested RSUs and shall repay to the Company, upon demand, any Common Stock or cash issued upon the settlement of the Company engagesGrantee’s RSUs if the vesting of such RSUs occurred during such breach. The Executive acknowledges Grantee shall also be required to repay to the Company, in cash and agrees that: upon demand, any proceeds resulting from the sale or other disposition (1including to the Company) the time and geographical scope of Common Stock issued upon settlement of the restrictions of this Section 5 are reasonable; (2) Grantee’s RSUs if the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiariessale or disposition was effected at any time during such breach. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination foregoing shall not be a bar to or in any way diminish prejudice the Company’s right to enforce require the Grantee to account for and pay over to the Company on a pre-tax basis any such covenant in profit obtained by the Grantee as a result of any other jurisdictiontransaction constituting a breach of the Restrictive Covenants.

Restrictive Covenants. (a) The Executive agrees that he or she shall not, at any time during the Non-Compete Restricted Period, directly or indirectly engage in, have any equity interest in, or manage or operate any person, firm, corporation, partnership, business or entity (other than on behalf whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to midstream assets (including, without limitation, the gathering, processing and transportation of or at natural gas and crude oil) in North America, which competes with the request business of the Company or its Subsidiaries): (a) engage in, have an interest inany entity owned by the Company, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in ii) which the Company or any of its Subsidiaries Affiliates has taken active steps to engage in or acquire, but only if the Executive directly or indirectly engages in, has any equity interest in, or manages or operates, such business or activity (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise). Notwithstanding the foregoing, the Executive shall be permitted to acquire a “Competitive Business”)passive stock or equity interest in such a business; provided, provided that ownership of less such stock or other equity interest acquired is not more than one five percent (15%) of the outstanding stock interest in such business. (b) The Executive shall not, at any time during the Term or during the twelve (12)-month period immediately following the Date of Termination, directly or indirectly, either for himself or on behalf of any publicly traded corporation other entity, (i) recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, or otherwise change its relationship with the Company, or (ii) hire, or cause to be hired, any person who was employed by the Company and served in a capacity of “vice president” (or any person serving in a capacity senior to vice president) at any time during the twelve (12)-month period immediately prior to the Date of Termination, to terminate his or her employment with the Company. (c) The provisions contained in Sections 7(a) and (b) may be altered and/or waived to be made less restrictive on the Executive with the prior written consent of the Board or the Compensation Committee. (d) Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive’s duties hereunder or in accordance with Section 7(f), the Executive shall, during the Term and after the Date of Termination, maintain in confidence and shall not be deemed directly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any person, firm, corporation or other entity, any confidential or proprietary information or trade secrets of or relating to be a violation the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of this Section 5 solely by reason thereof; providedemployment (“Proprietary Information”), furtheror deliver to any person, thatfirm, providing investment banking corporation or legal services other entity, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to a Competitive Business as an independent consultantmaintain and not use, independent advisor disseminate, disclose or independent representative shall not be deemed to be a violation publish, or use for the Executive’s benefit or the benefit of this Section 5 solely by reason thereof any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination will continue so long as providing such services Proprietary Information is not, or has not by legitimate means become, generally known and in the primary duties public domain (other than by means of the Executive’s direct or business activities indirect disclosure of such individualProprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). (e) Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. (f) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company (if lawfully permitted to do so) the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. Upon notification from Executive of such subpoena or other legal process, but only to the extent that such notification is provided during the Restricted Period, the Company shall, at its reasonable expense, retain mutually acceptable legal counsel to represent Executive in connection with Executive’s response to any such subpoena or other legal process. The Executive may also disclose Proprietary Information if: (i) in the reasonable written opinion of counsel for the Executive furnished to the Company, such information is required to be disclosed for the Executive not to be in violation of any applicable law or regulation or (ii) the Executive is required to disclose such information in connection with the enforcement of any rights under this Agreement or any other agreements between the Executive and the Company. (g) The Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, equity holders or Affiliates, either orally or in writing, at any time; providedprovided that the Executive may confer in confidence with the Executive’s legal representatives, furthermake truthful statements to any government agency in sworn testimony, or make truthful statements as otherwise required by law. The Company agrees that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following upon the termination of the Executive’s employment by hereunder, it shall advise its directors and executive officers not to disparage the Executive, either orally or in writing, at any time; provided that they may confer in confidence with the Company’s and their legal representatives and make truthful statements as required by law. (h) Prior to accepting other employment or any other service relationship during the Restricted Period, the provisions Executive shall provide a copy of this Section 5(a) shall be deemed waived 7 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or person with respect to which the Executive;Executive discusses potential employment or any other service relationship. (bi) solicit any Person who is or, within In the prior twelve (12) months, was, or whose Affiliate is or, within event the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes terms of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) 7 shall be entitled to temporary and permanent injunctive relief from a determined by any court of competent jurisdictionjurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, without posting any bond or other security and without it will be interpreted to extend only over the necessity maximum period of proof of actual damage, in addition to, and not in lieu of, such other remedies as time for which it may be available enforceable, over the maximum geographical area as to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof which it may be reformed so that it is enforceable enforceable, or to the maximum extent permitted in all other respects as to which it may be enforceable, all as determined by law. If such court in such action. (j) As used in this Section 7, the term “Company” shall include the Company, its parent, related entities, and any of the provisions of this Section 5 are determined to be wholly its direct or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionindirect subsidiaries.

Restrictive Covenants. The During the period of time the Executive agrees that he or she is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”), the Executive shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request indirectly, in any state of the Company United States or its Subsidiaries): in Canada or Mexico (athe “Prohibited Area”): (i) engage in, have an interest in, in or otherwise be employed by participate in any business which competes with EVERYWARE’s Business; or (whether as an ownerii) become a partner, operator, partnershareholder, member, managerother owner or equity holder, principal, agent, trustee, employee, officer, director, consultant, advisoror creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or representative)solicit any customer, provide consulting supplier, independent contractor or management services toother business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or permit his or her name to be used in connection any way materially interfere with the activities ofrelationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business or organization, engaged in plan for a business that is competitive in competition with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation EVERYWARE. EVERYWARE shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply provide written notice to the Executive following the termination of any tolling of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)Restricted Period. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on If the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harmbreaches, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit a breach of, any breach, the Company (by vote of a majority of the members provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the Board) other and severally enforceable, and all of which rights and remedies shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such any other rights and remedies as may be available to EVERYWARE under law or in equity: (i) The right and remedy to have the Company Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for such breachand pay over to EVERYWARE all compensation, including profits, monies, accruals, increments of other benefits derived or received by the recovery Executive as the result of money damages. If any transaction constituting a breach of any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionRestrictive Covenants.

Restrictive Covenants. The Executive acknowledges and agrees that (a) through his continuing services to the Company, he will learn valuable trade secrets and other proprietary information relating to the Company's business; (b) the Executive's services to the Company are unique in nature; (c) the Company's business is national in scope; and (d) the Company would be irreparably damaged if the Executive were to provide services to any person or entity in violation of the restrictions contained in this Agreement. Accordingly, as an inducement to the Company to enter into this Agreement, the Executive agrees that he or she during the Term and for two years thereafter (such period being referred to herein as the "Restricted Period"), the Executive shall not, during the Non-Compete Period, directly or indirectly (indirectly, either for himself or for any other than on behalf of person or at entity, without the request prior written consent of the Company or its Subsidiaries):Board of Directors of GE Fanuc: (a) anywhere in the United States, engage in, have an interest or participate in, or otherwise assist, advise or be employed by connected with (whether including as an employee, owner, operator, partner, member, manager, employeeshareholder, officer, director, advisor, consultant, advisor, agent or representative(without limitation by the specific enumeration of the foregoing) otherwise), provide consulting or management services to, or permit his or her name to be used in connection with the activities ofby or render services for, any business person or organizationentity engaged in, engaged in or making plans to engage in, a business that is competitive competes with a the business in which the Company conducted by, or proposed to be conducted by, GE Fanuc or any of its Subsidiaries engages subsidiaries (a “Competitive "Competing Business”"); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit take any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company action which might divert from GE Fanuc or any of its Subsidiaries or persuade or attempt to persuade subsidiaries any such Person not to opportunity (each, an "Opportunity") which would be a customer within the scope of the Company business then conducted by GE Fanuc or any of its Subsidiaries subsidiaries and shall offer each Opportunity to GE Fanuc, which GE Fanuc may, in its sole discretion, decide to pursue or not; (c) solicit, attempt to reduce solicit, aid in the amount solicitation of business that such or accept any orders from any person or entity who is or has been a customer does with the Company of GE Fanuc or any of its Subsidiariessubsidiaries, or enter into or seek to enter into at any agreement (time during the period beginning one year prior to the extent such agreement is date of a nature that is related termination of his employment through the Restrictive Period, to purchase products or services from any person or entity which products or services could have been supplied or performed, as the business in which the Company case may be, by GE Fanuc or any of its Subsidiaries engagesubsidiaries (other than from GE Fanuc or any of its subsidiaries); (d) withsolicit, attempt to solicit or aid in the solicitation of any person or entity who is or has been a customer, supplier, licensor, licensee or person or entity having any other business relationship with GE Fanuc or any of its subsidiaries, at any time during the period beginning one year prior to the date of termination of his employment through the Restrictive Period, to the Executive’s knowledge, cease doing business with or alter its business relationship with GE Fanuc or any such Personof its subsidiaries; or (ce) contact, approach solicit or solicit for the purpose of offering employment to hire any person or hiring or retaining, or actually hire or retain any Person entity who is a director, officer or was employed employee of GE Fanuc or retained by the Company any of its subsidiaries to perform services for any person or entity other than GE Fanuc or any of its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates subsidiaries or to terminate his or her employment with GE Fanuc or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionsubsidiaries.

Restrictive Covenants. The Executive agrees 8.1 You hereby agree that he or she shall not, during for the Non-Compete Period, directly or indirectly (other than on behalf duration of or at the request of your employment with the Company or its Subsidiaries):and for a period of six (6) months commencing from your last day of service with the Company, you shall not at any time: (a) engage inon your own behalf or on the behalf of or in association with a third party or in any capacity whatsoever, have an interest inentice or seek to entice away from the Company and/or any of its affiliates, any directors, officers or otherwise be employed by (employees, whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit not any such person would thereby commit a breach of his or her name to be used in connection with the activities of, any business contract of service or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executiveemployment; (b) on your own behalf or in association of or in association with any third party or in any capacity whatsoever, solicit or seek to solicit the business of any Person who is orperson, within the prior twelve (12) monthsfirm, wascompany or party which at any time has been a customer or client of, or whose Affiliate is orsupplier of goods or services to, within the prior twelve (12) months, was a customer of the Company or and/or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of affiliates, in competition with the Company or and/or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Personaffiliates; orand (c) contactbe engaged, approach concerned or solicit for the purpose interested whether directly or indirectly and whether on your own behalf or on behalf of offering employment to or hiring in association with any third party or retainingin any capacity, whatsoever, in operating, performing, carrying on, or actually hire or retain being employed by any Person who is or was employed or retained business that competes with the business carried on by the Company or and/or any of its Affiliates as an employee during affiliates for the immediately preceding twelve (12) months or attempt to persuade time being in any Person not to continue to be employed or retained by territory which the Company or and/or any of its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)affiliates operate. 8.2 You further agree that: (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4a) the restrictions of contained in this Section 5 paragraph 8 are no greater than is reasonable and necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor interests of the Company. The Executive consents and agrees that if the Executive commits If any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) restriction shall be entitled held to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond be void but would be valid if deleted in part or other security and without the necessity of proof of actual damage, reduced in addition to, and not in lieu ofapplication, such other remedies restriction shall apply with such deletion or modification as may be available necessary to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that make it valid and enforceable; (b) your salary paid under this Agreement or any provision hereof may includes consideration for the obligations you have agreed to in paragraphs 8, 9 and 10 and that no other payments will be reformed so that it is enforceable made to you during the period of your obligations and/or restrictions under paragraphs 8, 9 and 10; (c) you intend the obligations and/or restrictions under paragraphs 8, 9 and 10 to operate to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined extent; (d) damages may be inadequate to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish protect the Company’s right interests and the Company is entitled to enforce seek and obtain injunctive relief, or any such covenant other remedy, in any court in connection with the obligations and/or restrictions under paragraphs 8, 9 and 10; and (e) the obligations and/or restrictions under paragraphs 8, 9 and 10 are separate, distinct and several, so that the unenforceability of any obligation and/or restriction does not affect the enforceability of the other jurisdictionobligation and/or restriction. 8.3 Your obligations under this paragraph 8 will continue after your employment ends.

Restrictive Covenants. The Executive In consideration of his employment and the other benefits arising under this Agreement, Employee agrees that he or she shall not, during the Non-Compete Periodterm of this Agreement, and for a period of two (2) years (three (3) years in the event Section 4(a) hereof is applicable) following the termination of this Agreement, Employee shall not directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (a) engage in, have an interest in, alone or otherwise be employed by (whether as an owner, operator, a partner, member, manager, employeejoint venturer, officer, director, member, employee, consultant, advisoragent, independent contractor or stockholder of, or representative), provide consulting or management services lender to, any company or permit his business, (i) engage in the business of solid waste collection, disposal or her name to be used recycling (the “Solid Waste Services Business”) in connection with the activities of, any business or organization, engaged in a business that is competitive with a business market in which the Company or any of its Subsidiaries engages (a “Competitive Business”); providedsubsidiaries or affiliates does business, that ownership or any other line of less than one percent (1%) business which is entered into by the Company or any of its subsidiaries or affiliates during the outstanding stock of any publicly traded corporation shall not be deemed to be a violation term of this Section 5 solely by reason thereof; providedAgreement, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor (ii) compete with the Company or independent representative shall not be deemed to be a violation any of this Section 5 solely by reason thereof so long as providing such services is not its subsidiaries or affiliates in acquiring or merging with any other business or acquiring the primary duties or business activities assets of such individualother business; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;or (b) solicit for any Person who is orreason, within the prior twelve (12i) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a induce any customer of the Company or any of its Subsidiaries subsidiaries or persuade affiliates to patronize any business directly or attempt to persuade indirectly in competition with the Solid Waste Services Business conducted by the Company or any such Person not to be a of its subsidiaries or affiliates in any market in which the Company or any of its subsidiaries or affiliates does business; (ii) canvass, solicit or accept from any customer of the Company or any of its Subsidiaries subsidiaries or affiliates any such competitive business; or (iii) request or advise any customer or vendor of the Company or any of its subsidiaries or affiliates to reduce the amount of withdraw, curtail or cancel any such customer’s or vendor’s business that such customer does with the Company or any of its Subsidiariessubsidiaries or affiliates; or (c) for any reason, employ, or enter into knowingly permit any company or seek business directly or indirectly controlled by him, to enter into employ, any agreement (to the extent such agreement is of a nature that is related to the business in which person who was employed by the Company or any of its Subsidiaries engage) withsubsidiaries or affiliates at or within the prior six months, or in any manner seek to the Executive’s knowledge, induce any such Person; or (c) contact, approach or solicit for the purpose of offering employment person to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment or services with the Company or its Affiliates; provided, that notwithstanding employment. Notwithstanding the foregoing, general solicitations the beneficial ownership of employment published in less than five percent (5%) of the shares of stock of any corporation having a journal, newspaper class of equity securities actively traded on a national securities exchange or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors over-the-counter market shall not be deemed deemed, in and of itself, to constitute solicitation for purposes violate the prohibitions of this Section 5(c)Section. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The 8.1 During the Executive’s employment with the Company and for a period of twelve (12) months thereafter: (A) the Executive agrees that he or she shall not, during directly for the Non-Compete PeriodExecutive or any third party, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used become engaged in connection with the activities of, any business or organizationactivity which is directly in competition with any services or products sold by, or any business or activity engaged in a business that is competitive with a business in which by, the Company or any of its Subsidiaries engages (a “Competitive Business”)affiliates; provided, however, that ownership of less than one percent (1%) this provision shall not restrict the Executive from owning or investing in publicly traded securities, so long as the Executive’s aggregate holdings in such company do not exceed 2% of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities equity of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executivecompany and such investment is passive; (bB) the Executive shall not solicit any Person person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries affiliates during the period of the Executive’s employment hereunder, or persuade solicit potential customers who are or were identified through leads developed during the course of employment with the Company, or otherwise divert or attempt to persuade divert any such Person not to be a customer existing business of the Company or any of its Subsidiaries affiliates; and (C) the Executive shall not, directly for the Executive or to reduce any third party, solicit, induce, recruit or cause another person in the amount employment of business that such customer does with the Company or any of its Subsidiariesaffiliates to terminate such employee’s employment for the purposes of joining, associating, or enter into becoming employed with any business or seek to enter into activity which is in competition with any agreement (to the extent such agreement is of a nature that is related to the services or products sold, or any business in which or activity engaged in, by the Company or any of its Subsidiaries engageaffiliates. 8.2 The Executive agrees that he will not, while employed with the Company or at any time thereafter for any reason, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation or other business entity, in any manner whatsoever, any confidential information or trade secrets concerning the business of the Company, including, without limiting the generality of the foregoing, any customer lists or other customer identifying information, the techniques, methods or systems of the Company’s operation or management, any information regarding its financial matters, or any other material information concerning the business of the Company, its manner of operation, its plans or other material data. The provisions of this Section 8.2 shall not apply to (i) withinformation that is public knowledge other than as a result of disclosure by the Executive in breach of this Section 8.2; (ii) information disseminated by the Company to third parties in the ordinary course of business; (iii) information lawfully received by the Executive from a third party who, based upon inquiry by the Executive, is not bound by a confidential relationship to the Company, or (iv) information disclosed under a requirement of law or as directed by applicable legal authority having jurisdiction over the Executive. 8.3 The Executive agrees that he will not, while employed with the Company or at any time thereafter for any reason, in any fashion, form or manner, either directly or indirectly, disparage or criticize the Company, or otherwise speak of the Company, in any negative or unflattering way to anyone with regard to any matters relating to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months business or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor practices of the Company. The Executive consents and Company agrees that if it will not, in any fashion, form or manner, either directly or indirectly, disparage or criticize the Executive commits or otherwise speak of the Executive in any such breach negative or threatens unflattering way to commit anyone with regard to any breachmatters relating to the Executive’s employment with the Company. This Section shall not operate as a bar to (i) statements reasonably necessary to be made in any judicial, administrative or arbitral proceeding, or (ii) internal communications between and among the employees of the Company with a job-related need to know about this Agreement or matters related to the administration of this Agreement. 8.4 The Executive understands that in the event of a violation of any provision of Section 8, the Company shall have the right to (i) seek injunctive relief, in addition to any other existing rights provided in this Agreement or by vote operation of a majority law, without the requirement of the members of the Boardposting bond and (ii) stop making any future payments or providing benefits under this Agreement. The remedies provided in this Section 8.4 shall be entitled in addition to temporary any legal or equitable remedies existing at law or provided for in any other agreement between the Executive and permanent injunctive relief from the Company or any of its affiliates, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of Section 8 shall be determined by a court of competent jurisdictionjurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, without posting it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court. 8.5 The Executive acknowledges that the provisions of Section 8 shall extend to any bond business that becomes an affiliate of or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available successor to the Company for such breach, including the recovery of money damages. If or any of the provisions its affiliates on account of this Section 5 are determined to be wholly a Change in Control or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionotherwise.

Restrictive Covenants. The Executive If the employment of the Employee is terminated for any reason (including voluntary resignation), then the Employee agrees that for a period of two (2) years thereafter, he or she shall will not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (ai) engage in, have an interest inalone or for his own account, or otherwise be employed by (whether as an owner, operator, a partner, member, manageremployee, employeeadvisor, or agent of any partnership or joint venture, or as a trustee, officer, director, consultantshareholder, employee, advisor, or representative)agent of any corporation, provide consulting or management services totrust, or permit his other business organization or her name to entity, encourage, support, finance, be used in connection engaged in, interested in, or concerned with the activities of, any business having an office or organization, engaged in being conducted within a radius of fifty (50) miles of any funeral home or cemetery business that is competitive with a business in which owned or operated by the Company or any of its Subsidiaries engages (a “Competitive Business”); providedsubsidiaries at the time of such termination, that ownership of less than one percent (1%) which business is directly or indirectly in competition with the business of the outstanding stock of Company or any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executivesubsidiary; (bii) solicit induce or assist anyone in inducing in any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer way any employee of the Company or any of its Subsidiaries subsidiaries to resign or persuade sever his or attempt her employment or to persuade breach an employment contract with the Company or any such Person not to subsidiary; or (iii) own, manage, advise, encourage, support, finance, operate, join, control, or participate in the ownership, management, operation, or control of or be connected in any manner with any business which is or may be in the funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto within a customer radius of fifty (50) miles of any funeral home or cemetery business owned or operated by the Company or any of its Subsidiaries or to reduce subsidiaries at the amount time of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors termination. The foregoing covenants shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any held invalid or unenforceable because of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions territory or actions subject hereto or restricted hereby, or the period of this Section 5 time within which such covenants respectively are reasonable; (2) operative, but the burden on maximum territory, the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens action subject to breach the provisions of this Section 5 such covenants and the Company (period of time they are enforceable are subject to any determination by vote a final judgment of a majority of any court which has jurisdiction over the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits parties and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionsubject matter.

Restrictive Covenants. The Executive agrees that he or she (a) During the Term and for a period of one (1) year after termination of your employment hereunder you shall not, during directly or indirectly, (i) solicit, induce or cause any individual or entity with whom the Non-Compete PeriodCompany had a business relationship to reduce or terminate such Person’s business relationship with the Company or any of its affiliates or its successors or assigns; and you shall not, directly or indirectly indirectly, approach any such individual or entity for any such purpose, or authorize or assist in the taking of any of such actions for any such purpose or authorize or assist in the taking of any such actions by any individual or entity, (other than on behalf of or at the request of the Company or its Subsidiaries): (aii) engage inin any Restricted Activity, have an interest in(iii) acquire, or otherwise own in any manner, any interest in any entity that engages in any Restricted Activity, or that engages in any business, activity or enterprise that competes with any aspect of any of Restricted Activity, or (iv) be employed by interested in (whether as an owner, operatordirector, officer, partner, member, manager, employeejoint venturer, officerlender, directorshareholder, vendor, consultant, employee, advisor, agent, independent contractor or representativeotherwise), provide consulting or otherwise participate in the management services to, or permit his or her name to be used in connection with the activities operation of, any business entity that engages in any Restricted Activity or organizationin any business, engaged in a business activity or enterprise that is competitive competes with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”)Restricted Activity; provided, however, that this Section 10(a) shall not apply to the ownership of less than one five percent (15%) of the outstanding stock of any Person who has a class of securities that is publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;traded. (b) solicit During the Term and for a period of one (1) year after termination of your employment hereunder you shall not, directly or indirectly (i) hire or offer employment to or seek to hire any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer employee of the Company or any successor or affiliate thereof, unless the Company first terminates the employment of such employee or gives its Subsidiaries written consent to such employment or offer of employment, (ii) induce, solicit, persuade or encourage (or in any manner attempt to induce, solicit, persuade or encourage), or cause or authorize any other individual or entity to induce, solicit, persuade or encourage, any such Person not to be a customer employee or any other such employee of the Company or any successor or affiliate thereof, to leave the employ of its Subsidiaries his or her employer, (iii) induce, solicit, persuade or encourage (or in any manner attempt to reduce the amount of induce, solicit, persuade or encourage), or cause or authorize any other individual or entity to induce, solicit, persuade or encourage, any individual or entity to cease, diminish or not commence doing business that such customer does with the Company or any of its Subsidiaries, successor or enter into affiliate thereof or seek to enter into (iv) disparage the Company or any agreement (to the extent such agreement is of a nature that is related to successor or affiliate thereof or the business in which the Company is engaged to any individual or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; orentity. (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for For purposes of this Section 5(c). (d) Notwithstanding anything to 10, the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities term “Restricted Activity” means any activity that are is competitive with (i) any aspect of the businesses business in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: is engaged (1) as operated prior to the time and geographical scope of the restrictions date of this Section 5 are reasonable; Agreement or (2) as contemplated by the burden on Company to be operated in the Executive future as of complying with the restrictions date of this Section 5 is not unreasonable; (3) Agreement, in each case, anywhere in the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of world where the Company’s eventual success on the merits and business may be conducted from time to time, or (zii) if the Executive breaches or threatens to breach the provisions of this Section 5 and any business in which the Company (by vote and/or any of a majority its affiliates are engaged or planning to be engaged in as of the members Start Date or as of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionTermination Date.

Restrictive Covenants. The Executive agrees that he During the Employee’s employment with the Employer and thereafter for the longer of but in no case to exceed 24 months, (i) the Severance Period (if severance is payable pursuant to Section 5(b)) or she (ii) 12 months after the Employee ceases, for any reason, to be an employee of the Employer, the Employee shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage inindirectly, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, memberdirector, managerofficer, employee, officer, directoragent, consultant, advisor, contractor or representative)otherwise, provide consulting whether for consideration or management without consideration, for the benefit of any individual, group corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization of any other form of entity not specifically listed herein (a “Person”) other than for a member of the Employer Group, take any of the following actions: (i) compete with or otherwise engage in the sale of any products or the performance of any services which are comparable to, or permit his which are intended to substitute for, the products or her name to be used in connection with services offered by the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or Employer and/or any of its Subsidiaries engages Affiliates (a the “Competitive BusinessNon-Compete Group”); provided, that ownership ) in any county of less than one percent (1%) any jurisdiction in which any member of the outstanding stock Non-Compete Group maintains a branch or other office, or in any county of any publicly traded corporation shall not be deemed jurisdiction that is contiguous to be a violation such county; (ii) solicit any Business Relation (as hereinafter defined) to purchase, or sell or otherwise provide to any Business Relation, any products or services which are comparable to, or which are intended to substitute for, products or services offered by any member of this Section 5 solely by reason thereof; provided, further, that, providing investment banking the Non-Compete Group during the Employee’s employment with the Employer; (iii) accept employment with or legal provide services to a Competitive Business as an independent contractor to any Business Relation if the employment or services involve the Employee rendering services which are the same as or substantially similar to, or which are intended to substitute for, services provided by any member of the Non-Compete Group during the Employee’s employment with the Employer; (iv) employ, engage or solicit for employment or for engagement as an independent contractor or consultant, any person who was employed by or any Person who was engaged as an independent advisor contractor by any member of the Non-Compete Group during the preceding 24 months; (v) employ, engage or independent representative shall solicit for employment any employee of the Employer, whether or not be deemed such employee is a full-time employee or a temporary employee of the Employer and whether or not such employment is pursuant to be written agreement and whether or not such employment is for a violation determined period or is at will; or (vi) encourage any Person to reduce its business with any member of the Non-Compete Group or to reduce its employment with or provision of services to any member of the Non-Compete Group. Provided, however, that nothing in this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a6(a) shall be deemed waived with respect to prevent or limit the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer right of the Company or any Employee to own up to a five percent (5%) interest in the securities of its Subsidiaries or persuade or attempt to persuade any such a Person not to be a customer that are registered under Section 12 of the Company or any Securities Exchange Act of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries1934, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)amended. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The (a) In consideration of the Company entering into this Agreement with Executive agrees that he or she and hereby promising and committing itself to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, Executive shall not, directly or indirectly: (i) at any time during or after the Employment Term, disclose any Confidential Information pertaining to the business of the Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to the Company or one of its Affiliates, or by law or judicial process, provided that Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: (ii) at any time during the Employment Term and for a period of twenty-four (24) months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of twenty-four (24) months thereafter, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (bA) solicit any Person who is or, within the prior twelve (12) months, was, customers or whose Affiliate is or, within the prior twelve (12) months, was a customer clients of the Company or any of its Subsidiaries Affiliates to terminate their relationship with the Company or persuade any of its Affiliates or attempt otherwise solicit such customers or clients to persuade compete with any such Person not to be a customer business of the Company or any of its Subsidiaries Affiliates, or (B) solicit or offer employment to reduce any person who is, or has been at any time during the amount twelve (12) months immediately preceding the termination of Executive’s employment, employed by the Company or any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that such customer does competes, directly or indirectly, with the Company or any of its Subsidiariessubsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or enter into or seek to enter into indirectly own, solely as an investment, securities of any agreement (to the extent such agreement is of a nature that is related to Person engaged in the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (I) is not a controlling person of, or a member of a group which controls, such Person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the Sale Participation Agreement, by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or Drag Transaction (as an employee during defined in the immediately preceding twelve Sale Participation Agreement) that may occur after the date hereof. (12b) months Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or attempt to persuade any Person not to continue otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be employed reasonable under such circumstances by such court will be substituted for the stated period, scope or retained by area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its Affiliates successors or assigns may, in addition to terminate his other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or her employment prevent any violations of, the provisions hereof (without the posting of a bond or services with the Company or its Affiliates; provided, that notwithstanding other security). Notwithstanding the foregoing, general solicitations in the event Executive breaches the covenants set forth in this Section 8, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by and between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”) shall be limited to those set forth in Section 22(c) of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for the Management Stockholder’s Agreement. (c) For purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breachAgreement, the Company (by vote of a majority of the members of the Board) terms listed below shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies defined as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionfollows:

Restrictive Covenants. 10.1 The Executive agrees that he or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation following termination of this Section 5 solely by reason thereof; providedAgreement, further, that, providing investment banking or legal services to for a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation period of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, wasthe Executive will not individually or in partnership or in conjunction with any person, association, syndicate, partnership, firm, company, corporation or whose Affiliate is orother business enterprise, within whether as principal, partner, agent, shareholder, officer, advisor, employee or in any other manner whatsoever: (a) except for the prior twelve (12) months, was a customer benefit of the Company or its subsidiaries or its affiliates, solicit any of its Subsidiaries clients or persuade or attempt to persuade any such Person not to be a customer customers of the Company or its subsidiaries with whom he has dealt in the course of being engaged in the business of the Company or its subsidiaries (as such business, as a whole, is being conducted at the time of termination); (b) carry on or engage in any business which competes directly or indirectly with the Company or its subsidiaries (as such business, as a whole, is being conducted at the time of its Subsidiaries termination); (c) offer his services to or to reduce the amount of business that such customer does participate in any way with any company, partnership or other organization which competes directly or indirectly with the Company or any of its Subsidiariessubsidiaries (as such business, or enter into or seek to enter into any agreement (to as a whole, is being conducted at the extent such agreement is time of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Persontermination); or (cd) contactsolicit or intend to solicit, approach interfere with or solicit for endeavour to procure, recruit, entice or advise the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by Company's employees away from the Company for any reason, including, but not limited to, other employment opportunities existing or its Affiliates as an employee during contemplated and within the immediately preceding twelve (12) months knowledge of the Executive. 10.2 The Executive acknowledges that he has extensive knowledge of all the services and products proposed or attempt to persuade any Person not to continue to be employed or retained by provided by, and the present customers and clients of, the Company or and its Affiliates or to terminate subsidiaries and therefore fully understands and accepts the scope of the restraints on his or her employment or services with the Company or its Affiliates; providedactivities set out above as being necessary, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation reasonable and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything fundamental to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any protection of the Mexican Subsidiaries competitive advantage of the Company engages. in its business, its trade secrets, confidential information and goodwill, while at the same time do not place undue restrictions on his ability to utilize at the conclusion of his employment, the knowledge and skills gained by him while employed by the Company. 10.3 The Executive acknowledges and agrees that: (1) the time and geographical scope that a breach by him of any of the restrictions covenants contained in paragraphs 10.1 or 10.2 of this Section 5 are reasonable; (2) Agreement would result in irreparable harm to the burden business carried on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of Company, such that the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cancould not be adequately compensated for such harm by money an award of damages. Accordingly, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if in the Executive commits event of any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such to all other remedies as may be available to the Company for at law or in equity, the Company shall be entitled as a matter of right to obtain from a Court of competent jurisdiction such breachrelief by way of restraining order, including injunction, decree or otherwise as may be appropriate to ensure compliance with the recovery provisions of money damagesparagraphs 10.1 and 10.2 of this Agreement. 10.4 The Company and the Executive acknowledge that the covenants made in section 10.1 of this Agreement are made in recognition of the Executive's specific knowledge of the Company's business and of the fact that the Company intends to carry on its business throughout the geographic area specified therein. If any of the provisions of this Section 5 are determined such covenants shall be held to be wholly unreasonable by a Court of competent jurisdiction by reason of the area, duration or partially unenforceabletype or scope of service, then said covenant shall be given effect in such reduced form as may be decided or directed by such Court. Notwithstanding the Executive hereby agrees that foregoing, if any portion of such covenant should be declared to be unenforceable or invalid for any reason whatsoever, such declaration shall be severable from this Agreement and shall not affect the enforceability or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any validity of the provisions remaining portions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncovenant.

Restrictive Covenants. The Executive agrees that he or she During the Employee’s employment with the Bank and for a period of twelve (12) months following the termination of the Employee’s employment for any reason, the Employee shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (ai) engage inengage, have an interest inparticipate, assist or otherwise be employed by invest in any Competing Business (as hereinafter defined), regardless of whether as an owner, operator, partner, membershareholder, managerconsultant, agent, employee, officerco-venturer or otherwise; (ii) employ, directorattempt to employ, consultantrecruit or otherwise solicit, advisorinduce or influence any person (A) who is then employed by the Bank or any affiliate to leave employment with the Bank or any affiliate (other than terminations of employment of subordinate employees undertaken in the course of the Employee’s employment with the Bank) or (B) who was employed by the Bank or any affiliate within three (3) months before the Employee’s employment, recruitment or other solicitation or inducement to become employed by any other employer; or (iii) (A) solicit or encourage any Customer to terminate or otherwise modify adversely his, her or its business relationship with the Bank or any affiliate or to obtain from any provider other than the Bank (an “Other Provider”) any products that could be provided or services that could be performed by the Bank, or representative)(B) accept business from any Customer on behalf of an Other Provider. For purposes of this Agreement, provide consulting a “Customer” means a customer or management services to, client of the Bank with whom or permit his or her name to be used in connection which the Employee had business-related communications during the Employee’s employment with the activities ofBank or about whom or which the Employee learned any non-published information during the Employee’s employment. The Employee understands that the restrictions set forth in this Section 6(d) are intended to protect the Bank’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business bank or organization, engaged in a other financial services business that is competitive with has a branch office or other place of business (other than solely an ATM) in any county in which the Company Bank has a branch office or any other place of its Subsidiaries engages (a “Competitive Business”); providedbusiness. Notwithstanding the foregoing, that ownership of less than the Employee may own up to one percent (1%) of the outstanding stock of any a publicly traded held corporation shall not be deemed to be which constitutes or is affiliated with a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)Competing Business. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The Executive acknowledges and recognizes the highly competitive nature of the Company’s business. Accordingly, Executive agrees that he as follows: A. That for a period of twenty-four (24) months following the termination of his employment with the Company for any reason, whether on his own behalf or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company in conjunction with any person, firm, partnership, joint venture, association, corporation or its Subsidiaries):other business, organization, entity or enterprise whatsoever (“Person”), Executive shall not directly or indirectly: (ai) engage inoperate a Competitive Business; (ii) enter into the employ of, have an or render any services to, any Person in respect of any Competitive Business; (iii) acquire a financial interest in, or otherwise be employed by (whether become actively involved with, any Competitive Business, directly or indirectly, as an owner, operatorindividual, partner, member, manager, employeeshareholder, officer, director, principal, agent, trustee or consultant; provided, advisorhowever, that in no event shall ownership of less than 2% of the outstanding capital stock of any corporation, in and of itself, be deemed a violation of this Release if such capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market; or (iv) interfere with, or representative), provide consulting or management services to, or permit his or her name attempt to be used in connection with the activities ofinterfere with, any business or organization, engaged in a business that is competitive with a business in which the Company relationships between Albany or any of its Subsidiaries engages subsidiaries or affiliates and their customers, clients, suppliers or investors; and B. That for a period of twenty-four (a “Competitive Business”); provided, that ownership of less than one percent (1%24) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive months following the termination of his employment with the Company for any reason, whether on the Executive’s employment by the Companyown behalf or on behalf of or in conjunction with any person, the provisions of this Section 5(a) firm, partnership, joint venture, association, corporation or other business, organization, entity or enterprise whatsoever, Executive shall be deemed waived with respect to the Executive;not directly or indirectly: (bi) solicit or encourage any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer employee of the Company or any of its Subsidiaries subsidiaries or persuade or attempt affiliates to persuade any such Person not to be a customer leave the employment of the Company or any of its Subsidiaries subsidiaries or to reduce the amount of business that affiliates; or (ii) hire any such customer does with employee who was employed by the Company or any of its Subsidiariessubsidiaries or affiliates as of the date of such termination or, or enter into or seek to enter into any agreement (to if later, within the extent such agreement is of a nature six-months before the date the person was hired by Executive. Executive understands that is related to the business in which the Company or any will have the right to seek injunctive relief in the event that Executive violates this paragraph 10 because the harm caused by such violation will be irreparable and difficult to calculate in terms of its Subsidiaries engage) with, to monetary damages. For the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executiveparagraph 10, a balancing of equities will be Competitive Business is any person or entity that manufactures or sells (a) papermachine clothing or belts used in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach manufacture or threatens to commit any breachpaper, the Company nonwovens or fiber cement, or (by vote of a majority of the members of the Boardb) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdictionadvanced composite materials, without posting any bond structures or other security and without the necessity of proof of actual damagecomponents for use in defense, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly aerospace or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionautomotive applications.

Restrictive Covenants. The Executive agrees (a) In further consideration of the compensation to be paid to the Employee hereunder, the Employee acknowledges that in the course of his employment with CHG and its subsidiaries he has and shall further become familiar with certain confidential and proprietary information of CHG and its subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to CHG and its subsidiaries. Therefore, the Employee shall not at any time during the Term and for 24 months thereafter (the “Non-Compete Period”) directly or she indirectly engage in any business on behalf of any other company or himself and shall not directly or indirectly own an interest in (except for the passive ownership of less than 5% of the issued and outstanding stock of a publicly traded company), manage, operate, join, control, be employed by or participate, either directly or indirectly, in the ownership, management, operation or control of, or be connected in any manner with, any business that is a direct or indirect competitor of CHG or its subsidiaries; provided that the Employee may be employed by a company that has as an ancillary part of its overall business (constituting no more than 5% of such company’s annual revenues) operations that are competitive with CHG or its subsidiaries if the Employee does not directly or indirectly engage in such competitive activities and does not have any supervisory authority, control or oversight over any such competitive activities. For all purposes hereunder, “competitor” shall mean any company engaged in the business of medical staffing or healthcare staffing (whether local or traveling) within the United States of America or its territories or possessions (and such activities shall be referred to as “competitive activities”). (b) Unless authorized or instructed in writing by CHG, the Employee shall not, except as required in the conduct of CHG’s and its subsidiaries’ businesses (and then only on a need-to-know basis), during or at any time after the Term, disclose to any unauthorized person, or use for his own purposes, any of CHG’s or any of its subsidiaries’ inventions or discoveries or its secret or confidential information, knowledge or data (oral, written or in machine-readable form) that the Employee may obtain or have obtained during the course of or in connection with the Employee’s employment by CHG and its subsidiaries, including all such inventions, discoveries, information, knowledge or data, whether developed by the Employee, by other consultants or personnel of CHG or its subsidiaries or obtained by the Employee, CHG or such subsidiaries from unaffiliated third parties, and irrespective of whether such inventions, discoveries, information, knowledge or data have been identified by CHG or its subsidiaries as secret or confidential, unless and until, and then to the extent and only to the extent that, such inventions, discoveries, information, knowledge or data become available to the public otherwise than by the Employee’s act or omission. Notwithstanding the foregoing, the Employee shall be permitted to disclose such information to the extent required by applicable law or court order so long as the Employee: (i) notifies CHG in writing as soon as possible but in no event later than ten days prior to such disclosure, (ii) cooperates with CHG and its subsidiaries to preserve the confidentiality of such information consistent with applicable law or court order, and (iii) uses its best efforts to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order. (c) During or at any time after the Term, the Employee shall not, except as required in the conduct of CHG’s and its subsidiaries’ businesses (and then only on a need-to-know basis), disclose to others, or use for his own purposes, any of the information relating to present and prospective customers of CHG or its subsidiaries, business dealings with such customers, prospective deals and advertising programs and agreements with representatives or prospective representatives of CHG or its subsidiaries, present or prospective sources of supply or any other business arrangements of CHG or its subsidiaries, including, but not limited to, customers, customer lists, costs, prices and earnings, whether such information is developed by the Employee, by others in CHG or any of its subsidiaries or obtained by CHG or any of its subsidiaries from third parties, and irrespective of whether such information has been identified by CHG or its subsidiaries as secret or confidential, unless and until, and then to the extent and only to the extent that, such information becomes available to the public otherwise than by the Employee’s act or omission. Notwithstanding the foregoing, the Employee shall be permitted to disclose such information to the extent required by applicable law or court order so long as the Employee: (i) notifies CHG in writing as soon as possible but in no event later than ten days prior to such disclosure, (ii) cooperates with CHG and its subsidiaries to preserve the confidentiality of such information consistent with applicable law or court order, and (iii) uses its best efforts to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order. (d) During the Non-Compete Period, the Employee shall not directly or indirectly (other than on behalf through another entity solicit business from or service any person, firm or entity that was a customer of CHG or its subsidiaries at any time within one year preceding the request end of the Company Term (in a manner that could have the effect of such person, firm or entity reducing its business with CHG or its Subsidiaries): (a) engage insubsidiaries), have an interest ininduce or attempt to induce any such customer or any supplier or other business relation of CHG or its subsidiaries to reduce its business with CHG or such subsidiaries, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, solicit or representative), provide consulting attempt to solicit any employees of CHG or management services to, or permit his or her name its subsidiaries to be used in connection with leave the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company employ of CHG or any of its Subsidiaries engages subsidiaries or hire any such current or former employees. During the Non-Compete Period, the Employee shall also not solicit business from or service any prospective customer of CHG or its subsidiaries (in a “Competitive Business”); provided, manner that ownership of less than one percent (1%) of could have the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities effect of such individual; providedperson, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived firm or entity reducing its business with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company CHG or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for subsidiaries). For purposes of this Section 5(c6(d), a “prospective customer” shall mean a potential customer that CHG or such subsidiaries have solicited or with which CHG or its subsidiaries has had active discussions concerning potential business at any time during the one year preceding the end of the Term. (de) Notwithstanding anything The Employee agrees to disclose immediately to CHG (or any persons designated by it) and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings and works of authorship, including all writings, computer programs, software and firmware, written or created by the contrary Employee solely or jointly with others, during the course of his employment by CHG or within a period of six months from the Date of Termination of such employment, which works are made or conceived in the course of such employment, or with the use of CHG’s time, material, facilities or funds, or that relate to or are suggested by any subject matter with which the Employee’s employment by CHG may bring the Employee into contact or that relate to any investigations or obligations undertaken by or on behalf of CHG belong to CHG. The Employee further agrees that all such works that are copyrightable works are “works made for hire” under the copyright laws, of which CHG is the author and the beneficiary of all rights and protections afforded by the law of copyright in any and all countries. The Employee agrees to assist CHG without further charge during the term of his employment, and after termination of his employment at an hourly rate based on the Employee’s most recent Base Salary, through counsel designated by CHG, to execute, acknowledge and deliver all such further papers, including assignments, applications for copyright registration (in the United States or in any foreign country), oaths, disclaimers or other instruments, and to perform such further acts, including giving testimony or furnishing evidence in the prosecution or defense of appeals, interferences, suits and controversies relating to any aforesaid works, as may be deemed necessary by CHG or by its nominees to effectuate the vesting or perfecting in CHG or its nominees of all rights and interest in and to said works and copies thereof, including the exclusive rights of copying and distribution. (f) All documents, records, notes, computer software, computer programs, source codes, object codes, magnetic tapes, printouts, samples, reports, customer lists, photographs, catalogs and other writings, whether copyrightable or not, relating to or dealing with CHG’s or any subsidiary’s business and plans, and those of others entrusted to CHG or any subsidiary, that are prepared or created by the Employee or that may come into his possession during or as a result of his employment, are the property of CHG, and upon termination of his employment or such earlier time as requested by the Board, the Employee agrees to return all such matters and writings and all copies thereof (including such copies as are in electronic form) to CHG. CHG may withhold the Employee’s outstanding salary checks against return of these materials and any other materials of CHG or its customers. (g) If, at the time of enforcement of this Section 6, a court shall hold that the duration, scope or area restrictions stated in any provision of this Section 6 are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Employee agrees that the restrictions contained in this Section 56 are reasonable and necessary and, with respect to since the country of Mexico, this Section 5 will only apply (and therefore will Employee has general business skills that may be limited) to activities used in industries other than that are competitive with the businesses in which any CHG conducts its business, do not impose an undue hardship on him or deprive him of his livelihood. (h) In the event of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed breach or a threatened breach by the restrictions Employee of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined 6, CHG, in addition and supplementary to be wholly other rights and remedies existing in its favor, may apply to any court of law or partially unenforceable, the Executive hereby agrees that this Agreement equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by the Employee of this Section 5 are determined to 6, the Non-Compete Period shall be wholly tolled until such breach or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionviolation has been duly cured.

Restrictive Covenants. The Executive agrees Employee acknowledges and recognizes that during the Employment Period he or she will be privy to Confidential Information and further acknowledges and recognizes that the Company would find it extremely difficult to replace the Employee. Accordingly, in consideration of the premises contained herein and the consideration to be received by the Employee hereunder (including, without limitation, the Severance Compensation), without the prior written consent of the Company, the Employee shall not, at any time during the Non-Compete Periodemployer/employee relationship between the Company and the Employee and for the period of time beginning with the termination of such employer/employee relationship for any reason (including by the Employee for Good Reason and or by the Company for Cause) and the date on which the final payment of Severance Compensation would have been made to the Employee by the Company if such termination had been a Termination Without Cause, (i) directly or indirectly (other than on behalf of engage in, represent in any way, or at be connected with, any Competing Business directly competing with the request business of the Company or its Subsidiaries): (a) engage in, have an interest in, any subsidiary or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, affiliate thereof within any business or organization, engaged in a business that is competitive with a business state in which the Company or any of its Subsidiaries engages (a “Competitive Business”); providedsuch subsidiary or affiliate transacts business, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation whether such engagement shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultantofficer, independent advisor director, owner, employee, partner, affiliate or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not other participant in any Competing Business; (ii) assist others in engaging in any Competing Business in the primary duties manner described in clause (i) above; (iii) induce or business activities of such individual; providedsolicit individuals who are, further, that, if or were at any time in the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior preceding twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer employees of the Company or any of its Subsidiaries subsidiary or persuade or attempt affiliate thereof to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does terminate their employment with the Company or any of its Subsidiariessuch subsidiary or affiliate or to engage in any Competing Business, or enter into hire, or seek induce or solicit (or assist others to enter into hire or induce or solicit) the hiring of, individuals then employed, or employed at any agreement time in the preceding twelve months, by the Company or any subsidiary thereof; or (to the extent such agreement is of a nature that is related to the business in iv) induce any entity or person with which the Company or any subsidiary or any affiliate thereof has a business relationship to terminate or alter such business relationship. As used herein, “Competing Business” shall mean any business involving the sale of its Subsidiaries engageproducts in any city or county in any state of the United States if such business or the products sold by it are competitive, directly or indirectly, at the time of the Termination of Employment with (A) withthe business of the Company, to (B) any of the Executive’s knowledgeproducts manufactured, any such Person; or (c) contact, approach sold or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained distributed by the Company or its Affiliates as an employee during the immediately preceding twelve (12C) months any products or attempt to persuade any Person not to continue to be employed business being developed or retained conducted by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)Company. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The Executive In consideration of the foregoing, the Employee agrees that he or she the Employee shall not, during the Non-Compete Period, not directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (a) engage infor the Employment Period and for a period of one (1) year following the date of termination of Employee's employment by the Company, have an interest inexcept in the case of a termination without cause in which such case for a period of six (6) months (the "Noncompete Period"), directly or otherwise be employed by (whether indirectly, alone or as an owner, operator, a partner, memberjoint venturer, officer, director, manager, employee, officer, director, consultant, advisoragent, independent contractor, or representative)security holder, provide consulting of any company or management services tobusiness, engage in, be involved with, or permit his finance, or her name to be used in connection provide financial assistance with the activities ofrespect to, any business or organization, engaged in a business that is the design, development, marketing, manufacture, production, distribution or sale of any products or the provisions of any services which are the same as or competitive with a business the HF Radio products or services which the Communications Division was designing, developing, marketing, manufacturing, producing, distributing, selling or providing at the time of, or for the six month period prior to, termination of Employee's employment with the Company (the "Business") in the United States and any other country or territory in which the Communications Division was doing business at the time of, or for the six month period prior to, termination of Employee's employment with the Company or any of its Subsidiaries engages (a “Competitive Business”the "Territory"); provided, however, that the beneficial ownership of less than one five percent (15%) of the outstanding stock any class of securities of any publicly entity having a class of equity securities actively traded corporation on a national securities exchange or over-the-counter market shall not be deemed deemed, in and of itself, to be a violation violate the prohibitions of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the ExecutiveSection; (b) during the Noncompete Period, directly or indirectly, (i) induce any customer of the Communications Division to patronize any business which is directly or indirectly in competition with the Business conducted by the Communications Division; (ii) canvass, solicit or accept from any Person who which is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade Business conducted by the Communications Division any such Person not to be a competitive business; or (iii) request or advise any customer or other business relationship of the Company Business conducted by the Communications Division to withdraw, curtail, decrease or cancel any of its Subsidiaries or to reduce the amount of such person's business that such customer does with the Company Communications Division or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Personsuccessors; orand (c) contactduring the Noncompete Period, approach directly or solicit for the purpose of offering employment to or hiring or retainingindirectly, or actually hire or retain employ any Person person who is or was employed or retained by the Company Communications Division or its Affiliates as an in any manner seek to induce any employee during of the immediately preceding twelve (12) months or attempt Communications Division to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)employment. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The Executive agrees that he or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage inConfidentiality From the date hereof, have and during any period of the Executive’s Employment and following any termination thereof, without the prior written consent of the Board or its authorized representative, except to the extent required by law or an interest inorder of a court having jurisdiction or under subpoena from an appropriate government agency, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name in which event the Executive shall use the Executive’s best efforts to be used in connection consult with the activities ofBoard prior to responding to any such order or subpoena, and except as required in the performance of his duties hereunder, the Executive shall not disclose any business confidential or organizationproprietary trade secrets, engaged in a business that is competitive with a business in which customer lists, referral sources, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information (including but not limited to data and other information relating to members of the Board, the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) subsidiaries or affiliates or to the management of the outstanding stock of Company or any publicly traded corporation shall not be deemed its subsidiaries or affiliates), operating policies or manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information (a) relating to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries subsidiaries or persuade affiliates or attempt to persuade any such Person not to be a customer of (b) that the Company or any of its Subsidiaries subsidiaries or affiliates may receive belonging to reduce the amount of suppliers, customers, referral sources or others who do business that such customer does with the Company or any of its Subsidiariesaffiliates (collectively, or enter into or seek “Confidential Information”) to enter into any agreement (third Person unless such Confidential Information has been previously disclosed to the extent such agreement public or is in the public domain (in each case, other than by reason of a nature that is related the Executive’s breach of this Section 3(a) or the wrongful act of any other Person having any obligation of confidentiality to the business in which the Company or any of its Subsidiaries engage) with, to subsidiaries or affiliates). In the event of the termination of the Executive’s knowledgeEmployment for any reason, any such Person; or (c) contact, approach or solicit for the purpose of offering employment Executive shall deliver to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve all of (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1a) the time and geographical scope property of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection each of the Company and its Subsidiaries. The subsidiaries and affiliates and (b) the documents and data of any nature and in whatever medium of each of the Company and its subsidiaries and affiliates, and the Executive further acknowledges and agrees (x) shall not take with the Executive any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential Information other than those documents to which he is legally entitled, including, as the case may be, the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionpersonnel file.

Restrictive Covenants. The Executive agrees Unless otherwise determined by the Committee in its sole discretion, by accepting the RSUs, the Grantee acknowledges that he or she shall not, during the Non-Compete Period, directly or indirectly Grantee is bound by the following restrictive covenants (other than on behalf of or at the request of the Company or its Subsidiaries“Restrictive Covenants”): (a) engage inExcept to the extent (1) expressly authorized in writing by the Company or (2) required by law or any legal process, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection the Grantee shall not at any time during the Grantee’s Employment with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking Affiliates or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of date the ExecutiveGrantee’s employment by the CompanyEmployment terminates use, the provisions of this disseminate, disclose or divulge to any person or to any firm, corporation, association or other business entity, Confidential Information (as defined in Section 5(a20 herein) shall be deemed waived with respect to the Executive; or proprietary Trade Secrets (bas defined in Section 20 herein) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries Affiliates; (b) The Grantee shall not at any time during the Grantee’s Employment with the Company or persuade any of its Affiliates or attempt to persuade following the date the Grantee’s Employment terminates make any such Person derogatory, disparaging or negative statements, orally, written or otherwise, against the Company or any of its Affiliates or any of their respective directors, officers and employees; (c) During the Restricted Period (as defined in Section 20 herein), the Grantee shall not to be (i) become employed in any capacity by, or become an officer, employee, director, agent, consultant, shareholder or partner of, or perform any services for, or otherwise hold an interest (other than the ownership of less than 5% of the stock or other equity interests of a customer publicly traded firm or corporation) in, any Competitor (as defined in Section 20 herein) of the Company or any of its Subsidiaries Affiliates; (d) During the Restricted Period, the Grantee shall not directly or indirectly, on his or her own behalf or on behalf of any other person or entity, solicit or hire, attempt to reduce solicit or hire, or assist any other person in soliciting or hiring any employee, agent or contractor of the amount Company or any of its Affiliates or induce any employee, agent or contractor of the Company or any of its Affiliates to terminate his or her or her Employment or cease doing business that such customer does with the Company or any of its SubsidiariesAffiliates for any reason whatsoever; and (e) During the Restricted Period, the Grantee shall not directly or enter into indirectly, on his or seek to enter into her own behalf or on behalf of any agreement (to the extent such agreement is other person or entity, including any Competitor of a nature that is related to the business in which the Company or any of its Subsidiaries engageAffiliates, (1) with, to the Executive’s knowledge, engage in any such Person; or (c) contact, approach business transaction or solicit for the purpose of offering employment to relationship or hiring or retaining, or actually hire or retain perform any Person who is or was employed or retained by service sin any material way competitive with the Company or any of its Affiliates as an employee during with or for a client or prospective client of the immediately preceding twelve company or any of its Affiliates or (122) months or attempt to persuade interfere with any Person not to continue to be employed or retained by business relationship between the Company or any of its Affiliates and any client or prospective client of the Company or any of its Affiliates or induce any client or prospective client to discontinue any business relationship with the Company or any of its Affiliates or to terminate his refrain from entering into a business relationship or her employment or services transaction with the Company or any of its Affiliates; provided. The Restrictive Covenants are in addition to and do not supersede any rights the Company or any of its Affiliates may have in law or at equity or under any other agreement. By accepting the RSUs, the Grantee shall further agree that notwithstanding it is impossible to measure in money the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything damages which will accrue to the contrary Company or any of its Affiliates in this Section 5the event the Grantee breaches the Restrictive Covenants. Therefore, with respect if the Company or any of its Affiliates shall institute any action or proceeding to enforce the country provisions hereof, the Grantee shall agree to waive the claim or defense that the Company or any of Mexico, this Section 5 will only apply (its Affiliates has an adequate remedy at law and therefore will be limited) the Grantee shall agree not to activities assert in any such action or proceeding the claim or defense that are competitive with the businesses in which Company or any of its Affiliates has an adequate remedy at law. If at any time the Committee reasonably believes that the Grantee has breached any of the Mexican Subsidiaries Restrictive Covenants described in Sections 8(a) through 8(e), the Committee may suspend the vesting of Grantee’s RSUs pending a good faith determination by the Committee of whether any such Restrictive Covenant has been breached, it being understood that such suspension shall not cause the settlement to be delayed beyond the last date that settlement may occur pursuant to Section 4(b) hereof. If the Committee determines in good faith that the Grantee has breached any such Restricted Covenants, the Grantee shall immediately forfeit any outstanding unvested RSUs and shall repay to the Company, upon demand, any Common Stock or cash issued upon the settlement of the Company engagesGrantee’s RSUs if the vesting of such RSUs occurred during such breach. The Executive acknowledges Grantee shall also be required to repay to the Company, in cash and agrees that: upon demand, any proceeds resulting from the sale or other disposition (1including to the Company) the time and geographical scope of Common Stock issued upon settlement of the restrictions of this Section 5 are reasonable; (2) Grantee’s RSUs if the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiariessale or disposition was effected at any time during such breach. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination foregoing shall not be a bar to or in any way diminish prejudice the Company’s right to enforce require the Grantee to account for and pay over to the Company on a pre-tax basis any such covenant in profit obtained by the Grantee as a result of any other jurisdictiontransaction constituting a breach of the Restrictive Covenants.

Restrictive Covenants. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees that he or she shall as follows: (a) During the Period of Employment, Executive will not, during the Non-Compete Period, directly or indirectly indirectly, (other than on behalf of or at i) engage in any business for Executive’s own account that competes with the request business of the Company or its Subsidiaries): affiliates (aincluding, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning), (ii) engage in, have an interest inenter the employ of, or otherwise be employed by render any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (whether iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an owner, operatorindividual, partner, member, manager, employeeshareholder, officer, director, principal, agent, trustee or consultant, advisor, or representative. During the Period of Employment and for a period of two years thereafter (the “Restricted Period”), provide consulting Executive will not, directly or management services toindirectly, interfere with business relationships (whether formed before or permit his or her name to be used in connection with after the activities of, any business or organization, engaged in a business that is competitive with a business in which date of this Agreement) between the Company or any of its Subsidiaries engages (a “Competitive Business”); providedaffiliates and customers, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; providedsuppliers, furtherpartners, that, providing investment banking members or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer investors of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)affiliates. (db) Notwithstanding anything to the contrary in this Section 5Agreement, with respect to Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries business of the Company engages. The or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive acknowledges and agrees that: (1i) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions a controlling person of, or a member of this Section 5; a group which controls, such person and (4ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person. (c) During the restrictions of this Section 5 are necessary for the protection Restricted Period, Executive will not, directly or indirectly, (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (e) It is expressly understood and its Subsidiaries. The agreed that although Executive further acknowledges and agrees (x) the Company consider the restrictions contained in this Section 13 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive’s breach of , the provisions of this Section 5 will cause the Company irreparable harmAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, which if any arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens amended so as to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu ofmake it enforceable, such other remedies as may be available to finding shall not affect the Company for such breach, including the recovery enforceability of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionrestrictions contained herein.

Restrictive Covenants. The Executive (a) In the event that Xxxxxx’ employment with the Company is terminated for any reason, Xxxxxx agrees that he or she shall notthat, during the Non-Compete Periodperiod beginning on the effective date of such termination and ending on the date which is thirty (30) months after the effective date of such termination, he will not, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (ai) engage in, have an interest in, or otherwise be employed by (whether serve as an owner, operator, partner, member, manager, employee, officer, director, consultantemployee, advisorprincipal, partner, agent, contractor or consultant of or for, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities ofotherwise have a financial interest in, any business Prohibited Business (as defined in Section 7(c) below) which sells or organization, engaged offers to sell products or services in a business that is competitive competition with a business in which the Company or any of its Subsidiaries engages subsidiaries or affiliates in the Geographic Territory (a “Competitive Business”as defined in Section 7(c) below); provided, provided that ownership of less this covenant will not prevent Xxxxxx from purchasing or owning not more than one five percent (15%) of the outstanding stock any class of securities of any publicly traded corporation, whether or not such corporation shall not be deemed is a Prohibited Business; (ii) sell or offer to be sell to any Person in the Geographic Territory any goods or services of any type then sold or offered by the Company or any of its subsidiaries or affiliates; (iii) otherwise knowingly interfere with or cause a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking reduction or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by business between the Company, the provisions Company or any of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit its subsidiaries or affiliates and any Person who is or, within the prior twelve (12) months, was, customer or whose Affiliate is or, within the prior twelve (12) months, was a prospective customer of the Company or any of its Subsidiaries subsidiaries or persuade affiliates; (iv) hire or attempt to persuade hire any person employed or engaged by the Company or any of its subsidiaries or affiliates or encourage or solicit any such Person not person to terminate his or her employment or engagement with the Company or such subsidiary or affiliate of the Company; (v) knowingly interfere with or cause a reduction or termination of the business relationship between the Company or any of its subsidiaries or affiliates and any business which supplies or supplied goods or services to the Company or its subsidiaries or affiliates; or (vi) make any public statement which is either intended to be a customer or reasonably likely to be injurious or detrimental to the Company or any of its subsidiaries or affiliates or which is derogatory to any current or former director, officer or employee of the Company or any of its Subsidiaries subsidiaries or affiliates. (b) Xxxxxx acknowledges and agrees that, given the nature of the businesses in which the Company and its subsidiaries and affiliates are engaged and given his past service as President and Chief Executive Officer of the Company, the restrictive covenants contained in Section 7(a) above are reasonable in the sense that they are no greater than is necessary to reduce protect the amount legitimate interests of business the Company and not unduly harsh and oppressive in curtailing Xxxxxx’ legitimate efforts to earn a livelihood. The parties therefore intend that such customer does these restrictive covenants be enforced to the fullest extent permitted by applicable law. Each of these restrictive covenants is a separate and independent contractual provision. (c) For purpose of this Agreement, “Prohibited Business” means any Person that is in competition with the Company or any of its Subsidiaries, subsidiaries or enter into affiliates or seek to enter into that provides goods or services of any agreement (to the extent such agreement is of a nature that is related to the business in which type provided by the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach subsidiaries or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5affiliates; and (4) “Geographic Territory” means the restrictions of this Section 5 are necessary for the protection of the Company United States, Western Europe and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionIndia.

Restrictive Covenants. The Executive agrees You acknowledge and recognize the highly competitive nature of the businesses of the Company, and its subsidiaries and affiliates (collectively, the “Company Group”). For purposes of this Agreement, “affiliate” means any person or entity that he directly or she shall indirectly, through one or more intermediaries, is controlled by or is under common control with the Company. Accordingly, you agree as follows: (i) During the term of your employment with the Company Group, and for a period of one year following your termination of employment, unless such termination occurs within 12 months after a Change in Control (the “Restricted Period”), you will not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage inindirectly, have an interest in, or otherwise be employed by (whether as an owneremployee, operator, partner, member, manager, employeeagent, officer, director, consultant, advisorowner, partner, shareholder or representative), provide consulting in any other individual or management services to, representative capacity: a. engage in or permit his participate in any activity that competes directly or her name indirectly with any business conducted by the Company Group on the date of your termination as to be used which you engaged or participated in connection during your employment with the activities ofCompany (including, without limitation, businesses which any business or organization, engaged in a business that is competitive with a business in which member of the Company Group has specific plans to conduct in the future and as to which you are aware of such planning); b. interfere with business relationships (whether formed before or after the date of your termination of employment) between any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) member of the outstanding stock of Company Group and any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereofthird party, including, without limitation, its customers, regulators, providers, agents, brokers and suppliers; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;or (b) c. solicit any Person who is or, within the prior twelve (12) months, was, customer or whose Affiliate is or, within the prior twelve (12) months, was a prospective customer of the Company Group with whom you had direct or any indirect contact within two years prior to the date of its Subsidiaries your termination with the Company with respect to business or persuade or attempt to persuade any such Person not to be a customer services in competition with the business of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Group. Notwithstanding anything to the contrary in this Section 5Agreement, with respect to you may, directly or indirectly, own securities of any person engaged in the country business of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries member of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 Group which are reasonable; (2) the burden publicly traded on a national or regional stock exchange or on the Executive over-the-counter market if you (A) are not a controlling person of, or a member of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; a group which controls, such person and (4B) do not, directly or indirectly, own 3% or more of any class of securities of such person. (ii) During the restrictions Restricted Period, you will not, directly or indirectly, solicit or encourage any employee of this Section 5 are necessary for the protection any member of the Company Group to leave the employment of any member of the Company Group. (iii) You acknowledge that in connection with your employment, you will have access to and its Subsidiarieswill learn information that is proprietary to, or confidential to the Company Group (collectively, “Confidential Information”). You agree that you will not purposefully at any time, directly or indirectly, use, publish, communicate, describe, disseminate, or otherwise disclose Confidential Information to any person or entity. The Executive further acknowledges term Confidential Information shall include, without limitation, all information concerning Company’s products, procedures, policies, customers, members, providers, prospects, sales, prices, financial information, technical information, network information, employee information, marketing strategies, minutes of meetings and agrees (x) the Executive’s breach terms of contracts with third parties. The provisions of this section regarding Confidential Information shall survive the termination of this Agreement indefinitely. It is expressly understood and agreed that although you and the Company consider the restrictions contained in this Section 11 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against you, the provisions of this Section 5 will cause the Company irreparable harmAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, which if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens amended so as to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu ofmake it enforceable, such other remedies as may be available to finding shall not affect the Company for such breach, including the recovery enforceability of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionrestrictions contained herein.

Restrictive Covenants. The Executive agrees that he (a) During the term of employment or she consultancy and for a period of one (1) year after the termination thereof (which the Company may elect to extend in accordance with the Management Member’s consulting or employment agreement, if applicable) (the “Non-Competition Period”), each Management Member shall not, during without the Non-Compete Period, directly or indirectly (other than on behalf of or at the request prior written consent of the Company or its Subsidiaries): (a) engage inCompany, have an interest in, or otherwise be employed by (and whether as an owneremployee, operatorprincipal, agent, shareholder, partner, member, manager, employee, officer, director, consultant, advisor, limited liability company manager or representativemember, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulant or providing consumer product quality assurance services to third parties, (the “Restricted Business”). The making or guarantying of a loan, provide consulting lease or management services any other financial arrangement to, with, or for any person or entity that engages in a Restricted Business shall be deemed a breach of this covenant. However, such Management Member may purchase or own up to 1% of the outstanding stock of a publicly traded corporation that competes with the Company or any Subsidiary, but such Management Member may not be employed by or otherwise participate in the activities of such corporation. (b) During the Non-Competition Period, such Management Member will not, and will not permit any of his or her name to be used in connection with the activities ofaffiliates to, directly or indirectly, (i) recruit or otherwise solicit or induce any business employee, customer, subscriber or organization, engaged in a business that is competitive with a business in which supplier of the Company or any of its Subsidiaries engages to terminate its employment or arrangement with the Company or any of its Subsidiaries, otherwise change its relationship with the Company or any of its Subsidiaries or establish any relationship with such Management Member or any of his or her affiliates to compete in the Restricted Business or (a “Competitive Business”); provided, that ownership of less than one percent (1%ii) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by without the Company’s prior written consent, the provisions of this Section 5(ahire (A) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer employee of the Company or any of its Subsidiaries or persuade or attempt to persuade (B) any such Person not to be a customer of person whose employment with the Company or any such Subsidiary is terminated by such person without Good Reason during the six-month period ending on the date of its Subsidiaries or such hire; provided, that with respect to reduce the amount former employees of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the ExecutiveCompany’s knowledge, any such Person; orconsent shall not be unreasonably withheld. (c) contactThe parties hereto agree that, approach or solicit for the purpose if any court of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published competent jurisdiction in a journalfinal nonappealable judgment determines that a specified time period, newspaper a specified geographical area, a specified business limitation or any other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes relevant feature of this Section 5(c)7.08 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (d) Notwithstanding anything to In the contrary in event of a conflict between this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 7.08 and the Company (by vote terms of a majority Management Member’s employment or consulting agreement the terms of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches such employment or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) consulting agreement shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncontrolling.

Restrictive Covenants. The In consideration of his employment and the other benefits arising under this Agreement, the Executive agrees that he or she shall not, during the Non-Compete Employment Period, and for eighteen (18) months following the termination of this Agreement, the Executive (or any affiliate) shall not directly or indirectly indirectly: (other than on behalf a) directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or retained by, render services to, provide financing (equity or debt) or advice to, or otherwise be connected in any manner with any business located within five (5) miles of any current or at future store of the request Company, that sells or provides products or services sold or provided by the Company including, without limitation, the ownership, management or operation of any (i) natural and/or organic grocery stores or markets or (ii) electronic cigarettes; or (b) for any reason, (i) induce any material customer or supplier of the Company or any of its Subsidiaries): (a) engage in, have an interest in, subsidiaries or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, affiliates to patronize or representative), provide consulting do business with any business directly or management services to, or permit his or her name to be used indirectly in connection competition with the activities of, businesses conducted by the Company or any business of its subsidiaries or organization, engaged affiliates in a business that is competitive with a business any market in which the Company or any of its Subsidiaries engages subsidiaries or affiliates does business; (a “Competitive Business”); providedii) canvass, that ownership of less than one percent (1%) of the outstanding stock of solicit or accept from any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking material customer or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer supplier of the Company or any of its Subsidiaries subsidiaries or persuade or attempt to persuade affiliates any such Person not competitive business; or (iii) request or advise any material customer, supplier or other provider of services to be a customer of the Company or any of its Subsidiaries subsidiaries or affiliates to reduce the amount of withdraw, curtail or cancel any such customer’s, supplier’s or provider’s business that such customer does with the Company or any of its Subsidiariessubsidiaries or affiliates; or (c) for any reason, employ, or enter into knowingly permit any company or seek business directly or indirectly controlled by his, to enter into employ, any agreement (to the extent such agreement is of a nature that is related to the business in which person who was employed by the Company or any of its Subsidiaries engage) with, to subsidiaries or affiliates at or within the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: prior one (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harmyear, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right manner seek to enforce induce any such covenant in any other jurisdictionperson to leave his or his employment.

Restrictive Covenants. The Executive agrees that he or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage inExecutive hereby agrees that during the term of his employment with the Company and for a period of six months thereafter (the "Restriction Period"), have an interest inthe Executive will not, singly, jointly, or otherwise be employed by (whether as an owner, operator, a partner, member, managerconsultant, employeeor agent of any partnership, officer, directoror as an agent, consultant, advisoror stockholder of any other corporation or entity, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any as an investor of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less more than one five percent (15%) of the outstanding voting stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; providedentity, furtheror in any other capacity, thatdirectly, providing investment banking indirectly or legal services to a Competitive Business otherwise beneficially: (i) Own, manage, operate, join in, control or participate in the ownership, management, operation, or control of, or work for (as an independent employee, consultant, independent advisor contractor or independent representative shall not otherwise), or permit the use of his name by, or provide financial, sales, marketing or other assistance to, or be deemed connected in any manner with, any of the following (each a "Competitive Business"): (1) any retailer located anywhere in the Restricted Area (as herinafter defined) which generates thirty-five percent (35%) or more of its gross revenues from the sale, anywhere in the Restricted Area, of greeting cards, party goods, gift wrap accessories, stationery and/or any other products or services which materially reproduce, incorporate or copy any of the products or services which are offered or developed for marketing by the Company during the term of the Employee's employment with the Company ("Competitive Products") or which offers greeting cards for sale in the Restricted Area under a "one price" strategy at a price per card of $.49 or less or under a "half-off" strategy at a price per card of 2/$1.00 or less, or (2) any retailer which generates thirty-five percent (35%) or more of its gross revenue from the sale of Competitive Products anywhere in the restricted Area; (ii) Induce or attempt to be a violation induce any person who, during the term of this Section 5 solely by reason thereof so long as providing such services Executive's employment with the Company, is not an employee, representative, consultant, agent or supplier of the primary duties Company, to terminate his, her or business activities its employment or relationship with the Company or to violate the terms of such individual; providedany agreement between said representative, furtheragent, thatconsultant, if employee or supplier and the Board determines that Company, or hire or attempt to hire any employee of the provisions Company who has left the employment of this Section 5(athe Company within sixty (60) should not apply to the Executive following days after the termination of the Executive’s such employee's employment by with the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;; or (biii) solicit Induce or attempt to induce any Person who person, business or entity which is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company at any time during the term preceding the effective date of this Agreement to terminate any written or oral agreement or understanding with the Corporation or to become a customer of any person, corporation, partnership or other entity which engages in any Competitive business. (b) For purposes of Section 3(a) hereof, "Restricted Area" means the United States (and any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiariesterritories), or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation Canada and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)Mexico. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The Executive Recognizing the Buyer’s need to protect the goodwill of the Business being purchased and to induce the Buyer to purchase the Business and the Purchased Shares, each of the Majority Shareholders covenants and agrees that he or she shall notwith the Buyer that, during if the Non-Compete Periodtransactions contemplated hereby are closed, no Majority Shareholder will directly or indirectly (other than on behalf including through an Affiliate of or at any Majority Shareholder) and shall cause its Affiliates to not, for the request of the Company or its SubsidiariesRestraint Period (as defined below): (a) engage in, have an interest in, or otherwise be employed by within the Restraint Area (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representativedefined below), provide consulting or management services to, or permit his or her name to be used in connection compete with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or the Buyer with respect to the Business as presently or previously conducted by any Company; provided that such Majority Shareholder shall not be deemed in breach of this Section 9.1(a) for its Subsidiaries engages (a “Competitive Business”); provided, that passive ownership of less than up to one percent (11.0%) of the outstanding stock equity securities of any publicly a publicly-traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executivecompany; (b) solicit any Person who is orsolicit, within the prior twelve (12) months, wasdivert, or whose Affiliate is ortake away or attempt to solicit, within divert or take away from the prior twelve (12) monthsBuyer or its Affiliates, for the benefit of any other Person, any customer of the Buyer or its Affiliates that was a customer of the any Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer as of the Company Closing Date or at any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement time within two (2) years prior to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; orClosing Date; (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates (whether as an employee during or independent contractor) any employee or full-time independent contractor of the immediately preceding twelve (12) months Business, or attempt to persuade encourage any Person not to continue to be employed such employee or retained by the Company or its Affiliates or full-time independent contractor to terminate his or her employment or services relationship with the Company Business; (d) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Business to cease doing business with the Business, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Business (including making any negative statements or communications about the Buyer or any of its Affiliates including the Companies); or (e) divert or attempt to divert any or all of the Buyer’s or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published ’ customers’ or suppliers’ business with such Person from such Person in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes violation of this Section 5(cAgreement or applicable Law (including the violation of any trade secrets law). (df) Notwithstanding anything to As used herein the contrary term “compete” shall include engaging in this Section 5competition, with respect to whether by the sale of products or services, directly or indirectly, as a proprietor, principal, agent, representative, employee, consultant, partner, or equityholder. (g) As used herein, the term “Restraint Area” means the United States, its territories and any other territory or country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of where the Company engages. The Executive acknowledges and agrees that: (1) conducts or has conducted business in the time and geographical scope of the restrictions of this Section 5 are reasonable; two (2) years preceding the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed Closing Date, as evidenced by the restrictions Companies’ records. For the avoidance of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breachdoubt, the Company (by vote of Parties hereby acknowledge and agree that the Buyer has a majority of substantial and legitimate business interest throughout the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionRestraint Area.

Restrictive Covenants. The Executive agrees that he or she (a) During the Restricted Period, Seller shall not, during the Non-Compete Periodand shall cause its Affiliates not to, directly or indirectly (indirectly, either alone or in conjunction with any other than on behalf of or at the request of the Company or its Subsidiaries):Person: (ai) engage inin or assist others in engaging in any Competitive Business anywhere in the Restricted Geography, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisoradviser, board member, owner, lender, guarantor (or other accommodation party) or investor; (ii) sell, market, provide, attempt to sell, market or provide, or representative), provide consulting assist any person or management services to, entity in the sale or permit his or her name to be used in connection with the activities provision of, any business or organization, engaged Competitive Product to any Restricted Customers; or (iii) intentionally interfere in a business that is competitive any material respect with a business in which the Company or relationship between Purchaser and any of its Subsidiaries engages (customers, suppliers, distributors or other business relations relating in any way to the Business or a “Competitive Business”)Product; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation it shall not be deemed to be a violation of this Section 5 solely by reason thereof7.10(a) for Seller to, directly or indirectly: (i) invest in or own any publicly-traded non-convertible debt securities of any Person; provided(ii) invest in or own up to three percent (3%) of any class of securities which are publicly traded or listed on any securities exchange or automated quotation system; or (iii) own any interests in any mutual or other investment fund registered with the Securities and Exchange Commission under the Investment Company Act of 1940, furtheras amended. Purchaser acknowledges that Seller engages in Seller’s Other Businesses and, thatnotwithstanding anything herein to the contrary, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative Purchaser agrees that Seller shall not be deemed to be a violation in breach of any provision of this Section 5 7.10(a) solely as a result of Seller continuing to engage in Seller’s Other Businesses as conducted as of the Closing Date. Notwithstanding the foregoing and anything herein to the contrary, this Section 7.10(a) (i) shall not apply in connection with, and following, a Seller Change of Control and (ii) in the event of an acquisition of the stock, business or assets of Seller and/or any of its Affiliates (by reason thereof so long as providing such services asset purchase, stock purchase, merger, consolidation or otherwise) by any Person who is not the primary duties or business activities a current Affiliate of such individual; providedSeller, further, that, if the Board determines that the provisions of this Section 5(a7.10(a) should not shall neither prohibit nor apply to the Executive following the termination business of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect such Person as conducted prior to the Executive;such acquisition. (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive Seller acknowledges and agrees that: (1) that the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary remedy at law for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s any breach or threatened breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to 7.10 may be wholly or partially unenforceableinadequate and, the Executive hereby accordingly, Seller covenants and agrees that this Agreement Purchaser shall, in addition to any other rights and remedies which Purchaser may have at law, be entitled to seek equitable relief, including injunctive relief, and to seek the remedy of specific performance with respect to any breach or any provision hereof threatened breach of such covenant, as may be reformed so available from any court of competent jurisdiction. In addition, Seller and Purchaser agree that it is enforceable the terms of the covenants in this Section 7.10 are reasonable and properly required for the protection of Purchaser and the goodwill and other intangible assets being acquired by Purchaser pursuant to the maximum extent permitted by lawthis Agreement. If If, at any time of enforcement of any of the provisions of this Section 5 are determined 7.10, a court of competent jurisdiction holds that any particular provision or portion of this Section 7.10 is invalid and unenforceable, the Parties agree that this Section 7.10 shall be deemed amended to delete therefrom such provision or portion held to be wholly invalid or partially unenforceable in any jurisdictionunenforceable, such determination shall not be a bar amendment to or apply only with respect to the operation of this Section 7.10 in any way diminish the Company’s right to enforce any particular jurisdiction in which such covenant in any other jurisdictionadjudication was made.

Restrictive Covenants. The Executive agrees 16.1 Each of the Founders covenants separately with each of the Investors and separately with the Company that he (whether alone or she jointly with, any other person, firm or company and whether directly or indirectly, and whether as shareholder, participator, partner, promoter, director, officer, agent, manager, employee or consultant of, in or to any other person, firm or company) shall not, not during the Non-Compete Period, directly or indirectly Relevant Periods (other than on behalf of or at the request of the Company or its Subsidiariesas set out in Clause 16.3): (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection compete with the activities of, any business or organization, engaged in a business that is competitive with a business in which Business of the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) other member of the outstanding stock of Group as shall be undertaken by the Company and/or any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination other member of the Executive’s employment by Group at the CompanyRelevant Date (as set out in Clause 16.2), or in the provisions of this Section 5(a) shall be deemed waived with respect to the Executive12 months preceding that date; (b) solicit or endeavour to entice away from or discourage from dealing with the Company and/or any Person other member of the Group any person who was at any time during the period of one year preceding the Relevant Date a manufacturer for or supplier or Customer or client of the Company and/or any other member of the Group, for the purposes of any business competing with the Business of the Company; (c) supply or provide any goods or services competing with those supplied by the Company and/or any other member of the Group to any person who was at any time during the period of one year preceding the Relevant Date a Customer or client of the Company and/or any other member of the Group to whom the Company and/or any other member of the Group had during that period supplied or provided goods or services in the ordinary course of its business; (d) solicit or endeavour to entice, away from or discourage from being employed by or providing services to the Company and/or any other member of the Group any person who was at the Relevant Date, or was at any time during the period of one year prior thereto, an officer or employee of the Company and/or any other member of the Group whether or not such person would commit a breach of contract by reason of leaving service; (e) employ or engage or attempt to employ or engage or negotiate or arrange the employment or engagement by any other person, firm or company engaged in a business competitive with the Business of the Company and/or any other member of the Group at the Relevant Date, of any person who was at the Relevant Date, or was at any time during the period of one year prior thereto, an officer or Employee Covenantor of the Company and/or any other member of the Group whether or not such person would commit a breach of contract by reason of leaving service; (f) without the consent in writing of the Company and save in the proper course of his duties to the Company, divulge to any person, or use for his own benefit or the benefit of any person, any information of a confidential nature concerning the Business of the Company or the Group or any customer and/or client of the Company or the Group which has come to his knowledge during the course of his employment with or the provision of services to the Company or the Group previously or otherwise. Confidential information for this purpose includes but is not limited to strategic plans, accounts, marketing, sales and services information regarding the business and/or activities of the Company including, but not limited to, research, products, plans, services, customers, resellers, agents, teaming partners, members, markets, software, source code, databases, inventions, hardware, processes, designs, marketing, financial or other information; or (g) use or (insofar as he can reasonably do) allow to be used (other than by the Company or any member of the Group) the name ‘Globoforce’ or ‘Globogift’ or any derivation thereof or any trade or corporate name used by the Company or any member of the Group or any other name intended or likely to be confused therewith or, within in any other way, represent himself as being in any way connected with or interested in the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer Business of the Company or any member of its Subsidiaries or persuade or attempt to persuade any such Person not to be the Group (save that for so long as a customer Covenantor is a Shareholder of the Company or any of its Subsidiaries or he shall be entitled to reduce the amount of business inform third parties that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement he is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection member of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach save that for so long as a Covenantor is a Director of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) he shall be entitled to temporary and permanent injunctive relief from inform third parties that he is a court Director of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including and save further that in the recovery case of money damages. If Mr Xxxxxx Xxxxxxxx he shall be entitled at any time while he is chairman of the Company to inform third parties that he is a chairman and a founder of the Company and following his ceasing to or be chairman of the Company to inform third parties that he was a founder and a chairman of the Company) PROVIDED THAT the restrictions set out above shall not prohibit the acquisition or holding by any of the provisions Covenantors of shares amounting to less than five per cent of the share capital of a company whose shares are listed on a recognised stock exchange. 16.2 For the purposes of this Section 5 are determined to be wholly or partially unenforceable, Clause 16 the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any “Relevant Date” means in respect of the provisions application of this Section 5 are determined Clause 16.1 to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar those Covenantors to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionwhich that clause applies:

Restrictive Covenants. The Executive (a) In consideration of the Award, Grantee agrees that he or she shall not, during the Non-Compete period beginning with termination of employment and ending with the third anniversary of the Date of Grant (“Restricted Period”), Grantee shall not for any reason, directly or indirectly (other than on behalf of or at indirectly, without the request prior written consent of the Company Corporation or its Subsidiaries): delegatee: (ai) engage inbecome employed, have an interest inengaged or involved with a competitor (defined below) of the Corporation or any Subsidiary in a position that involves: providing services that relate to or are similar in nature or purpose to the services performed by the Grantee for the Corporation or any Subsidiary at any time during his or her previous three years of employment with the Corporation or any Subsidiary; or, supervision, management, direction or otherwise be employed by (whether advice regarding such services; either as an ownerprincipal, operator, partner, memberagent, manager, employee, officerpartner, shareholder, director, consultantofficer or consultant (other than as a less-than three percent (3%) equity owner of any corporation traded on any national, advisorinternational or regional stock exchange or in the over-the-counter market); or, (ii) induce or attempt to induce any customer, client, supplier, employee, agent or independent contractor of the Corporation or any of the Subsidiaries to reduce, terminate, restrict or otherwise alter (to the Corporation’s detriment) its business relationship with the Corporation. (b) The noncompetition obligations of clause (i) of the preceding sentence shall be effective only with respect to a “competitor” of the Corporation or any Subsidiary which is understood to mean any person or entity in competition with the Corporation or any Subsidiary, and more particularly those persons and entities in the businesses of: production, transmission, distribution, or representative)retail or wholesale marketing or selling of electricity; resale or arranging for the purchase or for the resale, provide consulting or management services tobrokering, marketing, or permit his trading of electricity or her name to be used in connection with derivatives thereof; energy management and the activities ofprovision of energy solutions; development and operation of power generation facilities, and sales and marketing of electric power, domestically and abroad; and any business or organization, engaged in a business that is competitive with a other business in which the Company or Corporation, including Subsidiaries, is engaged at the termination of Grantee’s continuous employment by the Corporation, including Subsidiaries; and within the following geographical areas: (i) any country in the world (other than the United States) where the Corporation, including Subsidiaries, has at least $25 million in capital deployed as of termination of Grantee’s continuous employment by Corporation, including through its Subsidiaries engages Subsidiaries; (a “Competitive Business”); providedii) the states of California, that ownership Colorado, Florida, Georgia, Illinois, Indiana, Kentucky, Michigan, Minnesota, Mississippi, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Vermont, Wisconsin and Wyoming (iii) any other state in the United States where the Corporation including the Subsidiaries, has at least $25 million in capital deployed as of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the ExecutiveGrantee’s employment by with the CompanyCorporation or any Subsidiary. The Corporation and Grantee intend the above restrictions on competition in geographical areas to be entirely severable and independent, the provisions and any invalidity or enforceability of this Section 5(a) shall be deemed waived provision with respect to the Executive; (b) solicit any Person who is orone or more of such restrictions, within the prior twelve (12) monthsincluding geographical areas, was, shall not render this provision unenforceable as applied to any one or whose Affiliate is or, within the prior twelve (12) months, was a customer more of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiariesother restrictions, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; orincluding geographical areas. (c) contactGrantee agrees not to: (i) disclose to any third party or otherwise misappropriate any confidential or proprietary information of the Corporation or of any Subsidiary (except as required by subpoena or other legal process, approach in which event the Grantee will give the Chief Legal Officer of the Corporation prompt notice of such subpoena or solicit for other legal process in order to permit the purpose Corporation or any affected individual to seek appropriate protective orders); or, (ii) publish or provide any oral or written statements about the Corporation or any Subsidiary, any of offering employment to the Corporation’s or hiring any Subsidiary’s current or retainingformer officers, executives, directors, employees, agents or representatives that are false, disparaging or defamatory, or actually hire that disclose private or retain any Person who is confidential information about their business or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes personal affairs. The obligations of this Section 5(c)paragraph are in addition to, and do not replace, eliminate, or reduce in any way, all other contractual, statutory, or common law obligations Grantee may have to protect the Corporation’s confidential information and trade secrets and to avoid defamation or business disparagement. (d) Notwithstanding anything any other provision of Section 3, the Grantee remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the Nuclear Regulatory Commission, United States Department of Labor, or any other appropriate governmental agency without providing the notice described in Section 3(c), and the Grantee remains free to participate in any governmental proceeding or investigation without providing the notice described in Section 3(c). (e) If any part of this Section is held to be unenforceable because of the duration, scope or geographical area covered, the Corporation and Grantee agree to modify such part, or that the court making such holding shall have the power to modify such part, to reduce its duration, scope or geographical area. (f) Nothing in Section 3 shall be construed to prohibit Grantee from being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict Grantee from providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law. (g) Grantee’s agreement to the restrictions provided for in this Agreement and the Corporation’s agreement to provide the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Section 5Agreement, with respect if the enforceability of any material restriction on Grantee provided for in this Agreement is challenged and found unenforceable by a court of law then the Corporation shall, at its election, have the right to recover from Grantee the Award, or the Award’s fair market value received by Grantee on the date of sale, transfer, or other disposition if Grantee has sold, transferred, or otherwise disposed of the Award. This provision shall be construed as a return of consideration or ill-gotten gains due to the country failure of MexicoGrantee’s promises under the Agreement, this Section 5 will only apply and not as a liquidated damages clause. Nothing herein shall (and therefore will be limitedi) reduce or eliminate the Corporation’s right to activities assert that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions provided for in this agreement are fully enforceable as written, or as modified by a court pursuant to Section 3, or (ii) eliminate, reduce, or compromise the application of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches temporary or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from as a court fully appropriate and applicable remedy to enforce the restrictions provided for in Section 3 (inclusive of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageits subparts), in addition to, and not in lieu of, such to recovery of damages or other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted otherwise allowed by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Restrictive Covenants. The Executive agrees that he (a) During the term of employment or she consultancy and for a period of one (1) year after the termination thereof (which the Company may elect to extend in accordance with the Management Member’s consulting or employment agreement, if applicable) (the “Non-Competition Period”), each Management Member shall not, during without the Non-Compete Period, directly or indirectly (other than on behalf of or at the request prior written consent of the Company or its Subsidiaries): (a) engage inCompany, have an interest in, or otherwise be employed by (and whether as an owneremployee, operatorprincipal, agent, shareholder, partner, member, manager, employee, officer, director, consultant, advisor, limited liability company manager or representativemember, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulant or providing consumer product quality assurance services to third parties, (the “Restricted Business”). The making or guarantying of a loan, provide consulting lease or management services any other financial arrangement to, with, or for any person or entity that engages in a Restricted Business shall be deemed a breach of this covenant. However, such Management Member may purchase or own up to 1% of the outstanding stock of a publicly traded corporation that competes with the Company or any Subsidiary, but such Management Member may not be employed by or otherwise participate in the activities of such corporation. (b) During the Non-Competition Period, such Management Member will not, and will not permit any of his or her name to be used in connection with the activities ofaffiliates to, directly or indirectly, (i) recruit or otherwise solicit or induce any business employee, customer, subscriber or organization, engaged in a business that is competitive with a business in which supplier of the Company or any of its Subsidiaries engages to terminate its employment or arrangement with the Company or any of its Subsidiaries, otherwise change its relationship with the Company or any of its Subsidiaries or establish any relationship with such Management Member or any of his or her affiliates to compete in the Restricted Business or (a “Competitive Business”); provided, that ownership of less than one percent (1%ii) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by without the Company’s prior written consent, the provisions of this Section 5(ahire (A) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer employee of the Company or any of its Subsidiaries or persuade or attempt to persuade (B) any such Person not to be a customer of person whose employment with the Company or any such Subsidiary is terminated by such person without Good Reason during the six-month period ending on the date of its Subsidiaries or such hire; provided, that with respect to reduce the amount former employees of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the ExecutiveCompany’s knowledge, any such Person; orconsent shall not be unreasonably withheld. (c) contactThe parties hereto agree that, approach or solicit for the purpose if any court of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published competent jurisdiction in a journalfinal nonappealable judgment determines that a specified time period, newspaper a specified geographical area, a specified business limitation or any other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes relevant feature of this Section 5(c)6.07 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (d) Notwithstanding anything to In the contrary in event of a conflict between this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 6.07 and the Company (by vote terms of a majority Management Member’s employment or consulting agreement the terms of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches such employment or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) consulting agreement shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncontrolling.

Restrictive Covenants. The Executive (a) Except as otherwise provided herein or as otherwise consented to in writing by the Company, each Non-Manager Member and each owner of any such Non-Manager Member agrees that he that, so long as such Non-Manager Member remains a Member of the Company and for a period of two (2) years immediately following the date on which such Non-Manager Member ceases to be a Member, such Non-Manager Member and such Non-Manager Member’s Affiliates (including, for the avoidance of doubt, any portfolio company controlled by any such Non-Manager Member or she its Affiliates) shall not, during the Non-Compete Period, directly or indirectly indirectly: (i) Solicit or attempt to entice away the employment of any Company Employee or other than on behalf of or at the request service provider of the Company or any of its Subsidiaries): (a) engage in, have an interest inAffiliates, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, any licensed professional or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in professional entity for which the Company or any of its Subsidiaries engages Affiliates provide services (a each, an “Competitive BusinessAssociated PC”); provided, other than help wanted advertisements or recruitment efforts by any recruitment agency that ownership are not specifically targeted at employees or contract workers of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, any of its Affiliates or any Associated PC, nor hire any such employee or individual who was an employee or contract worker of the provisions Company, any of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit its Affiliates or any Person who is or, within Associated PC at any time during the prior twelve (12) months, wasother than any individual who responds to such general solicitation or who has been terminated by the Company, any of its Affiliates or any Associated PC; (ii) Solicit any Person who is a customer, client or patient of the Company, any of its Affiliates or any Associated PC to cease doing business with the Company, any of its Affiliates or any Associated PC, or whose Affiliate with respect to the provision services by a Competing Business; (iii) Unless such interference is orrequired by applicable Law, within interfere with any business relationship between the prior twelve Company, any of its Affiliates or any Associated PC, on the one hand, and any of their respective customers, clients, patients, vendors, suppliers or other Persons having a business relationship therewith, on the other hand. (12iv) monthsMake, was a customer publish or communicate to any Person or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, any of the Company its Affiliates, any Associated PC or any of their businesses; provided, that this Section 7.6(a)(iv) does not, in any way, restrict or impede any Member from exercising protected rights to the extent that such rights cannot be waived by agreement or from responding truthfully and in good faith upon demand pursuant to any investigation or inquiry by a governmental authority or as required by applicable Law, subpoena, court order or other compulsory legal process, or in enforcing or defending such Member’s rights. Notwithstanding the foregoing, in no event does the Company, any of its Subsidiaries or persuade or attempt to persuade Affiliates, any such Person not to be a customer of the Company Associated PC or any of its Subsidiaries their respective businesses waive any claims or to reduce the amount causes of business that such customer does action it may have under applicable Law in connection with the Company making of such disparaging or defamatory statements by any of its SubsidiariesMember; (v) Engage in (whether as an owner, proprietor, general or limited partner, member, principal, officer, employee, consultant, director, investor, agent or otherwise), or enter into be employed or seek to enter into contracted by, any agreement (to the extent such agreement is of a nature that is related to the business Competing Business in any state in which the Company does or any of its Subsidiaries engage) with, intends to the Executive’s knowledge, any conduct business (whether or not compensated for such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliatesservices); provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary restriction in this Section 5, with respect 7.6(a)(v) shall not apply to the country any Member’s passive ownership of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; any interests in any exchange traded fund or mutual fund or (2) less than five percent (5%) of the burden securities in any publicly traded company or lending money to any such publicly traded company; nor (vi) Except on behalf of the Executive of complying with Company, use or operate any enterprise under the restrictions of name “SmileDirectClub,” “SDC Financial” or any variants thereof; provided, that nothing in this Section 5 is 7.6 shall, except as hereinafter set forth, restrict any portfolio company that the Pre-IPO Members or their respective Affiliates does not unreasonablecontrol (each, a “Portfolio Company”) from engaging in any activity, including a Competing Business; (3) provided, further, that the general public policy is Pre-IPO Members shall not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach provide any of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damagestheir respective Portfolio Companies with any Confidential Information, (y) if the Executive breaches or threatens cause any of their respective Portfolio Companies to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 7.6, or (z) in the event it has notice of and the power or authority to prevent a Portfolio Company from engaging in such action, fail to prevent a Portfolio Company from taking any of the actions set forth in this Section 7.6(a). (b) Each Non-Manager Member, subject to this Section 7.6, hereby expressly acknowledges and agrees that the geographic boundaries, scope of prohibited activities, and time duration set forth in this Section 7.6, as applicable to such Person, are determined reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. Each Non-Manager Member acknowledges that its obligations under this Section 7.6 are reasonable in the context of the nature of the Company Business and the competitive injuries likely to be wholly or partially unenforceable, sustained by the Executive hereby agrees Company if any Non-Manager Member were to violate such obligations. Each Non-Manager Member further acknowledges that this Agreement or is made in consideration of, and is adequately supported by the agreement of the Company to perform its obligations under this Agreement and by other consideration, which each Non-Manager Member acknowledges constitutes good, valuable and sufficient consideration. (c) If any provision hereof may or clause of this Section 7.6 is found to be reformed so in conflict with a mandatory provision of applicable Law, each Non-Manager Member agrees the conflicting provision shall be modified to conform. Each Non-Manager Member covenants and agrees that it is should any provision of this Section 7.6, under any circumstances, foreseen or unforeseen, including term periods and geographic areas, be deemed too broad for the intended purposes, such provision shall, nevertheless, be valid and enforceable to the maximum extent permitted allowed by law. If any of the provisions of this Section 5 are determined applicable Law and such provision shall be construed by limiting and reducing it so as to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar enforceable to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionextent compatible with the applicable Law.

Restrictive Covenants. The In consideration of the employment by the Company of Executive and the consideration outlined in Article 3 of this Agreement, Executive agrees that he or she shall to be bound by this Section 4.3. Executive will not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request indirectly, do any of the Company or its Subsidiaries):following during the Term and the Restricted Period: (a) engage inor participate in any business activity substantially similar to an activity from which the Company or its subsidiaries or affiliates derives revenue (or, have an interest inwith respect to the application of this provision during the Restricted Period, engage or otherwise be employed by participate in any such business activity within 50 miles of any Company branch or office operating or preparing imminently to operate on the date Executive's employment ends) (whether a "Competing Business"); (b) become interested in (as an owner, operatorstockholder, lender, partner, memberco-venturer, managerdirector, officer, employee, officeragent or consultant) any person, directorfirm, consultantcorporation, advisor, association or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, other entity engaged in a business that is any Competing Business. Notwithstanding the foregoing, Executive may hold up to 4.9% of the outstanding securities of any class of any publicly traded securities of any company; (c) solicit or call on, either directly or indirectly, for purposes of selling goods or services competitive with a business in which goods or services sold by the Company or any of its Subsidiaries engages (a “Competitive Business”); providedsubsidiaries or affiliates, that ownership of less than one percent (1%) of any customer with whom the outstanding stock of Company shall have dealt or any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines prospective customer that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Company has identified and solicited at any time during Executive’s 's employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (bd) solicit adversely influence or attempt to adversely influence any Person who is supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company; (e) adversely influence or attempt to adversely influence any person to terminate or modify any employment, consulting, agency, distributorship or other arrangement with the Company; or, within the prior twelve (12f) months, wasemploy or retain, or whose Affiliate is orarrange to have any other person or entity employ or retain, within the prior twelve (12) monthsany employee, was a customer consultant, agent or distributor of the Company or any of its Subsidiaries subsidiaries or persuade affiliates (or attempt with respect to persuade the application of this provision during the Restricted Period, any such Person not to be a customer of person or entity who, within the 12 months preceding the date Executive's employment by the Company ends, was employed or engaged by the Company or any of its Subsidiaries subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates affiliates as an employee during the immediately preceding twelve (12) months employee, consultant, agent or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(cdistributor). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of that the restrictions of this Section 5 contained in Sections 4.1, 4.2 and 4.3 are reasonable; (2) reasonable and necessary to protect the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection legitimate interests of the Company and its Subsidiariessubsidiaries and affiliates and that the duration of the Restricted Period, and the provisions of Sections 4.1, 4.2 and 4.3, are reasonable given Executive's position within the Company and the substantial consideration payable under this Agreement. The Executive further acknowledges that Sections 4.1, 4.2 and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause 4.3 are included herein in order to induce the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of enter into this Section 5 Agreement and that the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and would not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that have entered into this Agreement or any provision hereof may be reformed so that it is enforceable to in the maximum extent permitted by law. If any absence of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthese provisions.

Restrictive Covenants. (a) The Executive agrees covenants that for a period of twenty-four (24) months following the date hereof, he or she shall will not, during the Non-Compete Period, either directly or indirectly indirectly, (other than on behalf i) disclose or otherwise make known to any person or entity the names and addresses of any of the customers of the Company, or at (ii) call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the request customers of the Company or its Subsidiaries):subsidiaries with whom he became acquainted during his employment with the Company, either for himself or for any other person, firm, corporation or other entity. (ab) engage inThe Executive acknowledges that the Company and/or its subsidiaries have developed unique skills, have an interest inconcepts, sales presentations, marketing programs, marketing strategy, business practices, methods of operation, trademarks, licenses, technical information, proprietary information, computer software programs, tapes and disks concerning its or their operations, systems, customer lists, customer leads, documents identifying past, present and future customers, hiring and training methods, investment policies, financial and other confidential and proprietary information concerning its operations and expansion plans ("Trade Secrets"). The Executive agrees and covenants that, except with the prior written consent of the Company, the Executive shall not, directly or indirectly, use for the Executive's own benefit or for the benefit of another, or otherwise be employed by disclose, disseminate, or distribute to another, any Trade Secret (whether or not acquired, learned, obtained, or developed by the Executive alone or in conjunction with others) of the Company or its subsidiaries. All memoranda, notes, records, drawings, documents, or other writings whatsoever (including copies thereof) made, compiled, acquired, or received by the Executive during his employment by the Company, arising out of, in connection with, or related to any activity or business of the Company or its subsidiaries, including, but not limited to, the customers, suppliers, or others with whom the Company or its subsidiaries has a business relationship, the arrangements of the Company or its subsidiaries with such parties, and the pricing and expansion policies and strategy of the Company or its subsidiaries, are, and shall continue to be, the sole and exclusive property of the Company and its subsidiaries, and shall be returned to the Company within five (5) days of the execution of this Agreement. (c) The Executive hereby covenants and agrees that for a period of twenty four (24) months following the date hereof, he will not, either directly or indirectly, as an owneremployee, operatoremployer, consultant, agent, principal, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages shareholder (a “Competitive Business”); provided, that other than through ownership of publicly traded capital stock of a corporation which represents less than one five percent (15%) of the outstanding capital stock of such corporation), corporate officer, director, investor, financier or in any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; providedother individual or representative capacity, further, that, providing investment banking engage or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services participate in any business which is not directly competitive with the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be subsidiaries in the Internet service provider, e-commerce and telecommunications business marketing products and services through a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)multi-level referral network marketing organization. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The Executive agrees that he or she (a) During the Consultancy Term, Consultant shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of indirectly, own any interest in, participate or at the request of the Company or its Subsidiaries): (a) engage in, have an interest inassist, or otherwise be employed by render any services (whether including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, but not limited to, as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, representative, agent, independent contractor, officer or representative)director) or otherwise become in any way or manner connected with the ownership, provide consulting or management services tomanagement, operation, or permit his or her name to be used in connection with the activities control of, any person, business, firm, corporation, partnership, trust or other business or organizationgovernmental entity (each, engaged a “Competing Business”) that, anywhere in a the United States, primarily engages in, or assists others in engaging in or conducting, any business that is deals, directly or indirectly, in products or services similar in nature to or directly competitive with a business in which the products and/or services sold, marketed, manufactured, distributed and/or provided by the Company or any in conducting the Business as of its Subsidiaries engages (a “Competitive Business”)the date of this Agreement; provided, however, that ownership of less than one percent (1%the restrictions set forth in this paragraph 5(a) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation exclude Consultant or Xxxxxxxx from acting as director, officer, employee, consultant, agent and/or advisor of this Section 5 solely by reason thereofan entity for the benefit of the Company with the consent of the Board; and further, provided, furtherhowever, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative that the restrictions set forth in this paragraph 5(a) shall not be deemed to be prohibit Consultant and/or Xxxxxxxx from owning or acquiring securities issued by any entity whose securities are listed on a violation national securities exchange or are quoted on the OTC Bulletin Board, provided that Executive at no time owns, directly or indirectly, beneficially or otherwise, 3% or more of this Section 5 solely by reason thereof so long as providing any class of any such services is not the primary duties entity’s outstanding capital stock or business activities other form of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;equity ownership. (b) During the Consultancy Term, Consultant shall not knowingly provide or solicit to provide to any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company any goods or any of its Subsidiaries services that are similar in nature to [or persuade or attempt to persuade any such Person not to be a customer competitive with] those goods and services sold and/or provided by the Company in conducting the Business as of the Company or date of this Agreement. For the purposes of this paragraph 5(b), the term “customer” means any of its Subsidiaries or third party to reduce the amount of business that such customer does with whom the Company or has provided goods and services at any of its Subsidiaries, or enter into or seek to enter into any agreement (to time during the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; orConsultancy Term. (c) contactDuring the Consultancy Term, approach or Consultant will not solicit for the purpose of offering employment to or hiring or retainingemployment, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade solicit, directly or by assisting others, any Person not to continue to be employed employee, officer, consultant, representative, agent or retained by advisor of the Company or its Affiliates or to terminate his or her employment or services with whom Consultant had contact with during the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)Consultancy Term. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges Consultant each acknowledge and agrees (x) the Executive’s breach agree that any remedy at law for a violation of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined 5, Sections 4 and 8 or paragraph 11(n) may not, in itself, adequate to protect such party, and each party shall therefore be wholly entitled to specific performance or partially unenforceable, any other mode of injunctive and/or other equitable relief to enforce the Executive hereby agrees that party’s rights under this Agreement or any provision hereof other relief a court may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionaward.

Restrictive Covenants. The Executive (a) For a period of five (5) years from and after the Closing Date, each Seller agrees that he he, she or she it shall not, during the Non-Compete Periodand shall cause his, her or its controlled Affiliates not to, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage inindirectly, have an interest in, or otherwise be employed by (whether as an owner, operatorprincipal, partner, member, manager, employee, officer, director, employee, consultant, advisormanager, member or representative)stockholder, provide consulting own, manage, operate, participate in, control or management services to, acquire more than five percent (5%) of (or permit his or her name the right to be used in connection with the activities acquire more than five percent (5%) of) any class of voting securities of, any business perform services for or organizationotherwise carry on or engage in, engaged in a business that competes with any of the Acquired Businesses anywhere in the United States, the Netherlands or any other jurisdiction in which the Acquired Businesses operate as of the Closing Date. (b) For a period of five (5) years from and after the Closing Date, except with respect to any work that may be performed on behalf of the Acquired Businesses as an employee or agent of the Acquired Businesses, each Seller agrees that he, she or it shall not, and shall cause his, her or its controlled Affiliates not to, directly or indirectly contact, solicit, market to, sell any product or service to, consult with or perform any service whatsoever for (x) any Person that is as of the Closing Date, or during the preceding six (6) months was, a customer of any of the Acquired Businesses (each, a “Company Customer”) or (y) any Affiliate of a Company Customer, which product or service is competitive with any product or service offered by any of the Acquired Businesses on the Closing Date. (c) For a business period of five (5) years from and after the Closing Date, each Seller agrees that, without the consent of Purchaser, he, she or it shall not, and shall cause his, her or its controlled Affiliates not to, directly or indirectly hire, solicit to (or assist or encourage others to) hire, or in which any way interfere with the employment relationship of any individual who is as of the Closing Date an employee of any Acquired Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) in connection with any of the outstanding stock of Acquired Businesses or who was employed by any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Acquired Company or any of its Subsidiaries or persuade or attempt to persuade in connection with any such Person not to be a customer of the Company Acquired Businesses within the six (6) months prior to the Closing Date. Notwithstanding the foregoing, none of the Sellers or any of its Subsidiaries their controlled Affiliates shall be precluded from engaging in general solicitations or to reduce the amount of business advertising for personnel, including advertisements and searches conducted by a headhunter agency; provided that such customer does with solicitation, advertising or searches are not directed in any way at the employees of any Acquired Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything The Sellers acknowledge and agree that the scope of the restrictive covenants set forth in clauses (a) through (c) above are reasonably tailored, and not broader than necessary, to protect the legitimate business interests of Purchaser, and do not prevent or preclude the Sellers from earning a suitable livelihood. (e) If any term or provision of this Section 7.10 shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and such determination shall become final, such provision or portion shall be deemed to be severed or limited, but only to the contrary in extent required to render the remaining terms and provisions of this Section 5, with respect 7.10 enforceable. This Section 7.10 as thus amended shall be enforced so as to give effect to the country intention of Mexicothe parties insofar as that is possible. In addition, the parties hereby expressly empower a court of competent jurisdiction to modify any term or provision of this Section 5 will only apply 7.10 to the extent necessary to comply with any Applicable Law and to enforce this Section 7.10 as modified. (and therefore will be limitedf) to activities that are competitive with the businesses in which any Each of the Mexican Subsidiaries of the Company engages. The Executive Sellers acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is that money damages would not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary be an adequate remedy for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause 7.10. In the Company irreparable harm, which cannot be adequately compensated event of an actual or threatened breach by money damages, (y) if the Executive breaches or threatens to breach the provisions a Seller of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined 7.10, Purchaser, in addition to be wholly any other remedies available to it, may obtain from a court of competent jurisdiction specific performance and/or injunctive relief in order to enforce, or partially unenforceableprevent any breach of, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly 7.10 without the requirement of posting any bond or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionindemnity.

Restrictive Covenants. The Executive If the employment of the Employee is terminated for any reason (including voluntary resignation), then the Employee agrees that for a period of two (2) years thereafter, he or she shall will not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (ai) engage in, have an interest inalone or for his own account, or otherwise be employed by (whether as an ownera officer, operatordirector, shareholder, partner, member, managertrustee, employee, officer, director, consultant, advisor, agent or representative)any other capacity of any corporation, provide consulting or management services topartnership, joint venture, trust, or permit his other business organization or her name entity, encourage, support, finance, be engaged in, interested in, or concerned with (x) any of the companies and entities described on Schedule I hereto, except to be used the extent that any activities in connection with therewith are confined exclusively outside the activities ofContinental United States, or (y) any other business having an office or organizationbeing conducted within a radius of fifty (50) miles of any funeral home, engaged in a cemetery or other death care business that is competitive with a business in which owned or operated by the Company or any of its Subsidiaries engages subsidiaries at the time of such termination; (ii) induce or assist anyone in inducing in any way any employee of the Company or any of its subsidiaries to resign or sever his or her employment or to breach an employment contract with the Company or any such subsidiary; or (iii) own, manage, advise, encourage, support, finance, operate, join, control, or participate in the ownership, management, operation, or control of or be connected in any manner with any business which is or may be in the funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto (x) as part of any of the companies or entities listed on Schedule I, or (ii) otherwise within a “Competitive Business”); providedradius of fifty (50) miles of any funeral home, that cemetery or other death care business owned or operated by the Company or any of its subsidiaries at the time of such termination. Notwithstanding the foregoing, the above covenants shall not prohibit the passive ownership of less not more than one percent (1%) of the outstanding stock voting securities of any publicly traded corporation entity. The foregoing covenants shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking held invalid or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination unenforceable because of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions territory or actions subject hereto or restricted hereby, or the period of this Section 5 time within which such covenants respectively are reasonable; (2) operative, but the burden on maximum territory, the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens action subject to breach the provisions of this Section 5 such covenants and the Company (period of time they are enforceable are subject to any determination by vote a final judgment of a majority of any court which has jurisdiction over the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits parties and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionsubject matter.

Restrictive Covenants. The Executive In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that he or she shall not, during the Non-Compete Employment Period and for a period of twelve (12) months following the Employment Period, the Employee shall not directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (a) engage in, have an interest in, alone or otherwise be employed by (whether as an owner, operator, a partner, member, manager, employeejoint venturer, officer, director, member, employee, consultant, advisoragent, independent contractor or stockholder of, or representative), provide consulting or management services lender to, any company or permit his or her name to be used business, engage in connection with the activities of, any business which competes, directly or organizationindirectly, engaged in a with any business that is competitive with a business in which of the Company or any of its Subsidiaries engages (a “Competitive Business”)Company; provided, however, that the beneficial ownership of less than one percent (1%) of the outstanding shares of stock of any publicly corporation having a class of equity securities actively traded corporation on a national securities exchange or over-the-counter market shall not be deemed deemed, in and of itself, to be a violation violate the prohibitions of this Section 5 solely by reason thereofSection; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;or (b) solicit for any Person who is orreason, within the prior twelve (12i) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a induce any customer of the Company or any of its Subsidiaries subsidiaries or persuade affiliates to patronize any business directly or attempt to persuade indirectly in competition with the businesses conducted by the Company or any such Person not to be a of its subsidiaries or affiliates in any market in which the Company or any of its subsidiaries or affiliates does business; (ii) canvass, solicit or accept from any customer of the Company or any of its Subsidiaries subsidiaries or affiliates any such competitive business; or (iii) request or advise any customer or vendor of the Company or any of its subsidiaries or affiliates to reduce the amount of withdraw, curtail or cancel any such customer’s or vendor’s business that such customer does with the Company or any of its Subsidiariessubsidiaries or affiliates; or (c) for any reason, employ, or enter into knowingly permit any company or seek business directly or indirectly controlled by him, to enter into employ, any agreement (to the extent such agreement is of a nature that is related to the business in which person who was employed by the Company or any of its Subsidiaries engage) withsubsidiaries or affiliates at or within the prior six months, or in any manner seek to the Executive’s knowledge, induce any such Person; or (c) contact, approach or solicit for the purpose of offering employment person to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment. The provisions of this Section 6 shall apply to Employee whether or not Employee’s employment or services with the Company has been terminated for Cause or its Affiliates; provided, that notwithstanding without Cause and whether or not the Company is required to pay Employee severance benefits under Section 3 of this Agreement. Notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of if this Section 5(c). (d) Notwithstanding anything to Agreement expires by its terms at the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any end of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of Employment Period, then the provisions of this Section 5 will cause 6 shall only apply to Employee if the Company irreparable harm, provides Employee with all of the severance benefits which cannot it would be adequately compensated by money damages, (yobligated to provide to him under Section 3(c) of this Agreement as if the Executive breaches or threatens to breach the provisions of this Section 5 and Employee had been terminated from his employment with the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionCause.

Restrictive Covenants. The Executive agrees that he or she shall not, during acknowledges and recognizes the Non-Compete Period, directly or indirectly (other than on behalf highly competitive nature of or at the request businesses of the Company or and its Subsidiaries):affiliates and accordingly agrees as follows: (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with During the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any period of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, Executive will not, directly or indirectly, (i) engage in any business for Executive’s own account that competes with the provisions business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. During the period of Executive’s employment by the Company and for a period of one year thereafter (the “Restricted Period”), Executive will not, directly or indirectly, interfere with business relationships (whether formed before or after the date of this Section 5(aAgreement) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of between the Company or any of its Subsidiaries affiliates and clients, customers, suppliers, partners, members or persuade or attempt to persuade any such Person not to be a customer investors of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)affiliates. (db) Notwithstanding anything to the contrary in this Section 5Agreement, with respect to Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries business of the Company engages. The or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive acknowledges and agrees that: (1i) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions a controlling person of, or a member of this Section 5; a group which controls, such person and (4ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person. (c) During the restrictions of this Section 5 are necessary for the protection Restricted Period, Executive will not, directly or indirectly, (i) solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of the Company or its affiliates. (d) During the Restricted Period, given her access to and knowledge of the Company’s proprietary and confidential information, client list, business strategy and pricing, among other proprietary knowledge, Executive will not use or disclose confidential information to directly or indirectly, directly or indirectly, solicit or encourage to cease to work with the Company or its Subsidiaries. The affiliates any clients or potential clients with the Company or its affiliates. (e) It is expressly understood and agreed that although Executive further acknowledges and agrees (x) the Company consider the restrictions contained in this Section 14 to be reasonable, if a final determination is made by an arbitrator or court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive’s breach of , the provisions of this Section 5 will cause the Company irreparable harmAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, which if any arbitrator or court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens amended so as to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu ofmake it enforceable, such other remedies as may be available to finding shall not affect the Company for such breach, including the recovery enforceability of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionrestrictions contained herein.

Restrictive Covenants. The Executive agrees 5.6.1 Each Seller which is a body corporate shall not (and undertakes to procure that he or no person controlled by it shall), and each Seller that is not a body corporate undertakes that he/she shall not, during the Non-Compete Period, either directly or indirectly (other than and either alone or in conjunction with or on behalf of any other person (whether on his/her/its own account or at the request of the Company as a principal, partner, shareholder, director, employee, consultant, agent or its Subsidiariesin any other capacity whatsoever): (ai) engage ineither pending or within two years after Completion, have an interest insolicit, induce or otherwise be employed by endeavour to entice to leave the service or the employment of any member of the Group, any Senior Employee with whom that Seller had dealings in the 12 months prior to Completion (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting not such Senior Employee would breach their contract of employment or management services to, or permit his or her name to be used in connection with engagement by reason of leaving the activities of, any business or organization, engaged in a business that is competitive with a service of the business in which they work) provided, however, that the Company foregoing will not prohibit any Seller from (i) making generalised searches for employees by the use of advertisements in the media (including trade media) or by engaging search firms to engage in searches that are not targeted or focused on any Senior Employee; or (ii) hiring any person whose employment has been terminated by the Purchaser's Group or any of its Subsidiaries engages Group Company on or after Completion; and/or (a “Competitive Business”); provided, that ownership of less than one percent (1%ii) of the outstanding stock of any publicly traded corporation shall not be deemed without limitation to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to Clause 5.6 and without limitation in time, use any trade or business or domain name or e-mail address or distinctive xxxx, style or logo used by or in the Executive following the termination business of any member of the Executive’s employment by Group at any time during the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, two years before Completion or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company anything intended or any of its Subsidiaries or persuade or attempt to persuade any such Person not likely to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does confused with the Company or any of its Subsidiariessame, or enter into or seek to enter into any agreement (except to the extent such agreement is of a nature that is related relevant to the business in which the ongoing employment with any Group Company or the Purchaser's Group. 5.6.2 Each undertaking contained in Clause 5.6.1 shall be construed as a separate and severable undertaking and if one or more of the undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of its Subsidiaries engage) withtrade or unenforceable in whole or in part for any reason, the remaining undertakings or parts thereof, as appropriate, shall continue to bind the Executive’s knowledge, any Sellers with such Person; ordeletion or modification as may be necessary to make it valid and enforceable. (c) contact, approach or solicit 5.6.3 The Sellers agree that the undertakings contained in Clause 5. 6.1 are reasonable and are entered into for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained protecting the goodwill and confidential information of the business of each Group Company and that accordingly the benefit of the undertakings in Clause 5.6.1 may be assigned by the Company or Purchaser and its Affiliates as an employee during successors in title without the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any consent of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionSellers.

Restrictive Covenants. The Executive To assure that MSP, Buyer and the Acquired Entities will realize the benefits of the Transactions, each Seller severally agrees that he not to: (a) From the Closing Date until two years after the Closing Date, directly or she shall notindirectly, during alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or Equity Interest holder of, or lender to, any Person or business, engage in corporate clothing and uniform supply business (the Non-Compete Period“Relevant Business”) anywhere in the United Kingdom (the “Restricted Area”). (b) From the Closing Date until two years after the Closing Date, directly or indirectly (other than on behalf 1) induce any Person which is a customer of or at the request of the Company or its Subsidiaries): (a) engage inany Acquired Entity, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership their subsidiaries or commercial agents at or at any time during the two years immediately before Closing or was at the date of less than one percent (1%) Closing in the process of the outstanding stock of negotiating or contemplating doing business with any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company Acquired Entity or any of its Subsidiaries their subsidiaries or persuade commercial agents, to patronize any business directly or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does indirectly in competition with the Company or any of its SubsidiariesRelevant Business in the Restricted Area, (2) canvass, solicit, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain accept from any Person who is or was a customer of any Acquired Entity, or any of their subsidiaries or commercial agents at or at any time during the two years immediately before Closing or was at the date of Closing in the process of negotiating or contemplating doing business with any Acquired Entity or any of their subsidiaries or commercial agents in relation to the Restricted Business in the Restricted Area, any such competitive business, or (3) request or advise any Person who is or was a customer or vendor of any Acquired Entity or any of their subsidiaries or commercial agents in relation to the Restricted Business in the Restricted Area at or at any time during the two years immediately before Closing or was at the date of Closing in the process of negotiating or contemplating doing business with any Acquired Entity or any of their subsidiaries or commercial agents, to withdraw, curtail, or cancel any such customer’s or vendor’s business with such Person. (c) From the Closing Date until two years after the Closing Date, directly or indirectly employ or knowingly permit any subsidiary or commercial agent of such Seller to employ any person who was employed or retained otherwise engaged by the Company any Acquired Entity, or its Affiliates as an employee any of their subsidiaries or commercial agents at or at any time during the two years immediately preceding twelve (12) months or attempt before Closing in relation to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with Restricted Business in the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)Restricted Area. (d) Notwithstanding anything From the Closing Date until two years after the Closing Date, directly or indirectly (1) solicit for employment by any such Seller or any of its subsidiaries or commercial agents any employee or independent contractor of any Acquired Entity, or any of their subsidiaries or commercial agents who was an employee or independent contractor of any Acquired Entity, or any of their subsidiaries or commercial agents at or at any time during the two years immediately before Closing in relation to the contrary Restricted Business in the Restricted Area , other than such person (I) whose employment or independent contractor relationship was terminated by the applicable Person, or (II) who independently responded to a general solicitation for employment by such Seller or such Seller’s subsidiary or commercial agent, or (2) induce or attempt to induce any such employee or independent contractor of any Acquired Entity, or any of their subsidiaries or commercial agents, to terminate such employee’s employment or independent contractor’s active contractual relationship with such Person. Notwithstanding the foregoing, the beneficial ownership of up to 3% of the Equity Interests of any Person having a class of Equity Interest actively traded on a recognized stock exchange shall not be deemed, in and of itself, to breach the prohibitions of this Section 5, with respect to the country of Mexico, this Section 5 will only apply (4.9. Each Seller agrees and therefore will be limited) to activities acknowledges that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time restrictions in this Section 4.9 are reasonable in scope and geographical duration and are necessary to protect MSP, Buyer and the Acquired Entities after the Closing and (2) it has had the opportunity to take independent legal advice on the restrictions in this Section 4.9. If any provision of this Section 4.9, as applied to any Party or to any circumstance, is adjudged by a Governmental Authority, arbitrator, or mediator not to be Enforceable in accordance with its terms, the same will in no way affect any other circumstance or the Enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be Enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the restrictions activities covered, the Parties agree that the Governmental Authority, arbitrator, or mediator making such determination shall have the power to reduce the duration, area and/or scope of activities of such provision and/or to delete specific words or phrases, and in its reduced form, such provision shall then be Enforceable and shall be Enforced. The Parties agree and acknowledge that the breach of this Section 5 are reasonable; (2) 4.9 may cause irreparable damage to MSP, Buyer and the burden on the Executive Acquired Entities and upon breach of complying with the restrictions any provision of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm4.9 MSP, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits Buyer and/or any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) Acquired Entity shall be entitled to temporary and permanent claim for injunctive relief from a court of competent jurisdictionrelief, without posting any bond specific performance, or other security and without equitable relief; provided, however, that the necessity of proof of actual damage, foregoing remedies shall in addition to, and not in lieu of, such no way limit any other remedies as which MSP, Buyer and/or any Acquired Entity may have and provided that no claim shall be available to made against any Management Seller who is carrying out his duties in accordance with his contract of employment with the Company for such breach, including the recovery of money damages. If Buyer and/or any member of the provisions of Buyer’s Group. Notwithstanding the foregoing, Xxxxxxx shall be released from its obligations in this Section 5 are determined 4.9 if it notifies Buyer in writing that it desires to be wholly or partially unenforceableso released, the Executive hereby agrees provided that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination event Xxxxxxx shall not be entitled to appoint a bar Director to the Board of Buyer, and shall procure that the Xxxxxxx Director at such time is removed, nor shall Xxxxxxx be entitled to receive any information relating to the Buyer or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionAcquired Entities under this Agreement.

Restrictive Covenants. The Executive agrees that he or she (i) During the Term of Employment and for one year following the Date of Termination, the Employee shall not, during the Non-Compete Period, not directly or indirectly (other than on behalf of engage, participate, own or at the request of the Company or its Subsidiaries): (a) engage in, have an interest make any financial investments in, or otherwise be become employed by or render (whether as an owneror not for compensation) any consulting, operator, partner, member, manager, employee, officer, director, consultant, advisor, advisory or representative), provide consulting other services to or management services to, or permit his or her name to be used in connection with for the activities benefit of, any business person, firm or organizationcorporation, engaged in a business that is competitive with a business in which directly or indirectly, engages primarily in, the Company or any development of its Subsidiaries engages (a “Competitive Business”)adult retirement communities and/or active adult communities; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation it shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services Agreement for the Employee (i) to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation have beneficial ownership of this Section 5 solely by reason thereof so long as providing such services is not less than 1% of the primary duties or business outstanding amount of any class of securities of any enterprise (but without otherwise participating in the activities of such individual; provided, further, that, enterprise) if the Board determines that the provisions such securities are listed on a national securities exchange or quoted on an inter-dealer quotation system or (ii) to have beneficial ownership of this Section 5(a) should not apply to the Executive following the termination less than 20% of the Executive’s employment by outstanding amount of any class of securities of any enterprise (but without otherwise participating in the Companyactivities or otherwise having influence or control of such enterprise) if such securities are not registered under Section 12 of the Securities Exchange Act of 1934, the provisions of this Section 5(a) shall be deemed waived with respect to the Executiveas amended; (bii) solicit any Person who is orDuring the Term of Employment, within the prior twelve Employee shall not, directly or indirectly, (12A) monthssolicit, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does in competition with the Company or Avatar (their subsidiaries and/or affiliates (each of the foregoing entities being referred to herein, collectively and individually, as the "Avatar Entities"), any person who is a customer of its Subsidiariesany business conducted by the Avatar Entities or (B) in any manner whatsoever induce, or enter into assist others to induce, any supplier of the Company to terminate its association with such entity or seek do anything, directly or indirectly, to enter into any agreement (to the extent such agreement is of a nature that is related to interfere with the business in which relationship between the Company or Avatar and any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; ortheir respective current or prospective suppliers. (ciii) contactDuring the Term of Employment the Employee shall not, approach directly or indirectly, solicit for or induce any employee of the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or Avatar Entities to terminate his or her employment or services for any purpose, including without limitation, in order to enter into employment with any entity which competes with any business conducted by the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)Avatar Entities. (div) Notwithstanding anything The Employee recognizes and acknowledges that certain confidential business and technical information used by the Employee in connection with the Permitted Activities that includes, without limitation, certain confidential and proprietary information relating to the contrary designing, development, construction and marketing of real estate, is a valuable, special and unique asset of the Company, such information, subject to Section 5(a)(vi) below, collectively being referred to as the "Confidential Information." During the Term of Employment the Employee shall not (A) use Confidential Information, or any part thereof other than in this Section 5connection with his duties hereunder or Permitted Activities, nor (B) disclose such information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever. (v) During the Term of Employment and for all time following the Date of Termination, the Employee shall not, directly or indirectly, furnish or make accessible to any person, firm, or corporation or other business entity, whether or not he, she, or it competes with respect the business of the Company, any trade secret or know-how acquired by the Employee during his employment by the Company which relates to the country of Mexicobusiness practices, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any methods, processes or other confidential or secret aspects of the Mexican Subsidiaries business of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and Avatar Entities without prior written consent from the Company (by vote of a majority of such information, subject to Section 5(a)(vi) below, being referred to as the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the "Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionConfidential Information").

Restrictive Covenants. (a) The Executive agrees acknowledges and recognizes that during the Employment Period he or she will be privy to confidential information of the Corporation and further acknowledges and recognizes that the Corporation would find it extremely difficult to replace the Executive. Accordingly, in consideration of the promises contained herein and the consideration to be received by the Executive hereunder (including, without limitation, the severance compensation described in Section 8, if any), without the prior written consent of the Corporation, the Executive shall not, at any time during the Nonemployer/employee relationship between the Corporation and the Executive or the one-Compete Periodyear period after the termination of such employer/employee relationship, (i) directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage in, have an interest inrepresent in any way, or otherwise be employed by connected with, any Competing Business (as hereinafter defined) directly competing with the business of the Corporation or any direct or indirect subsidiary or affiliate thereof in the United States, Canada or Europe, whether such engagement shall be as an owner, operator, partner, member, manager, employee, officer, director, consultantowner, advisoremployee, partner, affiliate or representative)other participant in any Competing Business, provide consulting (ii) assist others in engaging in any Competing Business in the manner described in clause (i) above, (iii) induce or management services to, solicit other employees of the Corporation or permit his any direct or her name indirect subsidiary or affiliate thereof to be used in connection terminate their employment with the activities ofCorporation or any such direct or indirect subsidiary or affiliate or to engage in any Competing Business or (iv) induce any entity or person with which the Corporation or any direct or indirect subsidiary or any affiliate thereof has a business relationship to terminate or alter such business relationship. As used herein, "Competing Business" shall mean any business involving the discovery, development and commercialization of products in the United States, Canada or organizationEurope if such business or the products developed or sold by it are competitive, engaged in a directly or indirectly, at the time of the Termination Date with (A) the business that is competitive with a business in which of the Company Corporation or any of its Subsidiaries engages direct or indirect subsidiary thereof, (a “Competitive Business”); provided, that ownership of less than one percent (1%B) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed products manufactured, sold or distributed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement Corporation or any provision hereof may be reformed so that it is enforceable to direct or indirect subsidiary thereof or (C) any products or business being developed or conducted by the maximum extent permitted by law. If Corporation or any of the provisions of this Section 5 are determined to be wholly direct or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionindirect subsidiary thereof.

Restrictive Covenants. The Executive In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that he or she shall not, during the Non-Compete Periodterm of this Agreement, and for a period of six months following the termination of this Agreement, the Employee shall not directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (a) engage in, have an interest in, alone or otherwise be employed by (whether as an owner, operator, a partner, member, manager, employeejoint venturer, officer, director, member, employee, consultant, advisoragent, independent contractor or stockholder of, or representative), provide consulting or management services lender to, any company or permit his or her name to be used business, engage in connection with the activities of, any business which competes, directly or organizationindirectly, engaged in a with any business that is competitive with a business in which of the Company or any of its Subsidiaries engages (a “Competitive Business”)Company; provided, however, that the beneficial ownership of less than one percent (1%) of the outstanding shares of stock of any publicly corporation having a class of equity securities actively traded corporation on a national securities exchange or over-the-counter market shall not be deemed deemed, in and of itself, to be a violation violate the prohibitions of this Section 5 solely by reason thereofSection; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;or (b) solicit for any Person who is orreason, within the prior twelve (12i) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a induce any customer of the Company or any of its Subsidiaries subsidiaries or persuade affiliates to patronize any business directly or attempt to persuade indirectly in competition with the businesses conducted by the Company or any such Person not to be a of its subsidiaries or affiliates in any market in which the Company or any of its subsidiaries or affiliates does business; (ii) canvass, solicit or accept from any customer of the Company or any of its Subsidiaries subsidiaries or affiliates any such competitive business; or (iii) request or advise any customer or vendor of the Company or any of its subsidiaries or affiliates to reduce the amount of withdraw, curtail or cancel any such customer’s or vendor’s business that such customer does with the Company or any of its Subsidiariessubsidiaries or affiliates; or (c) for any reason, employ, or enter into knowingly permit any company or seek business directly or indirectly controlled by him, to enter into employ, any agreement (to the extent such agreement is of a nature that is related to the business in which person who was employed by the Company or any of its Subsidiaries engage) withsubsidiaries or affiliates at or within the prior six months, or in any manner seek to the Executive’s knowledge, induce any such Person; or (c) contact, approach or solicit for the purpose of offering employment person to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment. The provisions of this Section 6 shall apply to Employee whether or not Employee’s employment or services with the Company has been terminated for Cause or its Affiliates; provided, that notwithstanding without Cause and whether or not the Company is required to pay Employee severance benefits under Section 3 of this Agreement. Notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of if this Section 5(c). (d) Notwithstanding anything to Agreement expires by its terms at the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any end of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of Employment Period, then the provisions of this Section 5 will cause 6 shall only apply to Employee if the Company irreparable harm, provides Employee with all of the severance benefits which cannot it would be adequately compensated by money damages, (yobligated to provide to him under Section 3(c) of this Agreement as if the Executive breaches or threatens to breach the provisions of this Section 5 and Employee had been terminated from his employment with the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionCause.

Restrictive Covenants. The Executive agrees that he 10.1 Subject to clause 10.2, each of the Sellers and the Travelport Guarantor covenants with the Purchasers and each Group Company (with the intention of assuring to the Purchasers the full benefit and value of the goodwill and connections of the Group and as a constituent part of the agreement for the sale of the Shares) that, except with the consent in writing of the Purchasers: (i) for the period of 2 years after Completion, it will not either on its own account or she shall notin conjunction with or on behalf of any other person (other than as a holder of shares in a company carrying on such a business where the shareholding is for investment purposes only and does not confer a degree of control amounting to or exceeding material influence over the business in question) carry on or be engaged, during the Non-Compete Periodconcerned or interested, directly or indirectly indirectly, whether as shareholder, director, partner, agent or otherwise, in any business engaged in the provision of escorted tours or wholesale distribution of hotel and other accommodation services to tour operators, travel agents and other wholesalers as carried on at the date of this Agreement by any Group Company (a “Competing Business”); (ii) for the period of 2 years after Completion, it will not either, on its own account or in conjunction with or on behalf of any other person, solicit or entice away or attempt to solicit or entice away from any Group Company, offer employment to or employ, or offer to conclude any contract of services with, any Key Employee; (iii) it will not at any time hereafter make use of or disclose or divulge to any person (other than on behalf of to officers or at the request of the Company or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock employees of any publicly traded corporation shall not be deemed Group Company whose province it is to be know the same) any information (other than any information properly available to the public (otherwise than, directly or indirectly, as a violation result of a breach of this Section 5 solely by reason thereof; provided, further, that, providing investment banking clause) or legal services disclosed or divulged pursuant to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation order of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdictionjurisdiction or the rules of any Governmental or Regulatory Authority, without posting including stock exchange rules and regulations) relating to any bond Group Company, the identity of its customers and suppliers, its products, finances, contractual arrangements, business or other security and without the necessity methods of proof of actual damagebusiness; (iv) it will not at any time hereafter, save as otherwise provided herein, in addition torelation to any trade, and not in lieu ofbusiness or company use a trade name, such other remedies as may be available to the Company for such breachtrade or service xxxx, design or logo including the recovery of money damages. If any of the provisions of this Section 5 are determined words “Gullivers”, “GTA”, “Octopus”, or “Travelcube” or any word confusingly similar thereto (other than “Travelport”) in such a way as to be wholly capable of or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined likely to be wholly confused with any trade name, trade or partially unenforceable in service xxxx, design or logo of any jurisdiction, such determination shall not be a bar to Group Company (whether registered or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionnot).

Restrictive Covenants. (a) The Executive agrees that he or she shall not, at any time during the Non-Compete Restricted Period, directly or indirectly engage in, have any equity interest in, or manage or operate any person, firm, corporation, partnership, business or entity (other than on behalf whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to midstream assets (including, without limitation, the gathering, processing and transportation of or at natural gas and crude oil) in North America, which competes with the request business of the Company or its Subsidiaries): (a) engage in, have an interest inany entity owned by the Company, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in ii) which the Company or any of its Subsidiaries Affiliates has taken active steps to engage in or acquire, but only if the Executive directly or indirectly engages in, has any equity interest in, or manages or operates, such business or activity (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise). Notwithstanding the foregoing, the Executive shall be permitted to acquire a “Competitive Business”)passive stock or equity interest in such a business; provided, provided that ownership of less such stock or other equity interest acquired is not more than one five percent (15%) of the outstanding stock interest in such business. (b) The Executive shall not, at any time during the Term or during the twelve (12)-month period immediately following the Date of Termination, directly or indirectly, either for himself or on behalf of any publicly traded corporation other entity, (i) recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, or otherwise change its relationship with the Company, or (ii) hire, or cause to be hired, any person who was employed by the Company and served in a capacity of “vice president” (or any person serving in a capacity senior to vice president) at any time during the twelve (12)-month period immediately prior to the Date of Termination. (c) The provisions contained in Sections 7(a) and (b) may be altered and/or waived to be made less restrictive on the Executive with the prior written consent of the Board or the Compensation Committee. (d) Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive’s duties hereunder or in accordance with Section 7(f), the Executive shall, during the Term and after the Date of Termination, maintain in confidence and shall not be deemed directly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any person, firm, corporation or other entity, any confidential or proprietary information or trade secrets of or relating to be a violation the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of this Section 5 solely by reason thereof; providedemployment (“Proprietary Information”), furtheror deliver to any person, thatfirm, providing investment banking corporation or legal services other entity, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to a Competitive Business as an independent consultantmaintain and not use, independent advisor disseminate, disclose or independent representative shall not be deemed to be a violation publish, or use for the Executive’s benefit or the benefit of this Section 5 solely by reason thereof any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination will continue so long as providing such services Proprietary Information is not, or has not by legitimate means become, generally known and in the primary duties public domain (other than by means of the Executive’s direct or business activities indirect disclosure of such individualProprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). (e) Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. (f) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company (if lawfully permitted to do so) the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. Upon notification from Executive of such subpoena or other legal process, but only to the extent that such notification is provided during the Restricted Period, the Company shall, at its reasonable expense, retain mutually acceptable legal counsel to represent Executive in connection with Executive’s response to any such subpoena or other legal process. The Executive may also disclose Proprietary Information if: (i) in the reasonable written opinion of counsel for the Executive furnished to the Company, such information is required to be disclosed for the Executive not to be in violation of any applicable law or regulation or (ii) the Executive is required to disclose such information in connection with the enforcement of any rights under this Agreement or any other agreements between the Executive and the Company. (g) The Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, equity holders or Affiliates, either orally or in writing, at any time; providedprovided that the Executive may confer in confidence with the Executive’s legal representatives, furthermake truthful statements to any government agency in sworn testimony, or make truthful statements as otherwise required by law. The Company agrees that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following upon the termination of the Executive’s employment by hereunder, it shall advise its directors and executive officers not to disparage the Executive, either orally or in writing, at any time; provided that they may confer in confidence with the Company’s and their legal representatives and make truthful statements as required by law. (h) Prior to accepting other employment or any other service relationship during the Restricted Period, the provisions Executive shall provide a copy of this Section 5(a) shall be deemed waived 7 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or person with respect to which the Executive;Executive discusses potential employment or any other service relationship. (bi) solicit any Person who is or, within In the prior twelve (12) months, was, or whose Affiliate is or, within event the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes terms of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) 7 shall be entitled to temporary and permanent injunctive relief from a determined by any court of competent jurisdictionjurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, without posting any bond or other security and without it will be interpreted to extend only over the necessity maximum period of proof of actual damage, in addition to, and not in lieu of, such other remedies as time for which it may be available enforceable, over the maximum geographical area as to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof which it may be reformed so that it is enforceable enforceable, or to the maximum extent permitted in all other respects as to which it may be enforceable, all as determined by law. If such court in such action. (j) As used in this Section 7, the term “Company” shall include the Company, its parent, related entities, and any of the provisions of this Section 5 are determined to be wholly its direct or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionindirect subsidiaries.

Restrictive Covenants. The Executive (a) In consideration of the benefits received in connection with the transactions contemplated hereby, and such other good and valuable consideration, the receipt and sufficiency of which is acknowledged, (i) each Seller Party agrees that he or she that, for the period beginning on the Effective Date and ending five years after the Effective Date (the “Noncompete Period”), such Seller Party shall not, during the Non-Compete Periodand shall cause Altitude Edge and Peak PACE not to, directly or indirectly own, manage, control, participate in, consult with, render services for, operate or in any manner engage (other than including individually or in association with any Person) in any business anywhere in the world that, directly or indirectly, has as a business purpose or conducts any activity which is or may reasonably be construed to be competitive with the business of Parent, the Purchaser or any of their Subsidiaries as conducted at any time prior to or during the Noncompete Period, and (ii) each of Parent and the Purchaser agrees that, for the Noncompete Period, each of Parent and the Purchaser shall not directly or indirectly own, manage, control, participate in, consult with, render services for, operate or in any manner engage (including individually or in association with any Person) in any business anywhere in the world that, directly or indirectly, has as a business purpose or conducts any activity which is or may reasonably be construed to be competitive with the businesses of Altitude Edge or Peak PACE as currently conducted. (b) During the Noncompete Period, each Seller Party shall not directly or indirectly (whether individually or through another Person) (i) call on or solicit any Person who or which is, at that time, or has been within two years prior thereto, a customer of Parent, the Purchaser or any of their Subsidiaries; (ii) solicit the employment of or hire any Person who at the time of such solicitation or hiring or who within one year prior thereto, is or was employed by Parent, the Purchaser or any of their Subsidiaries on a full or part-time basis; (iii) on such Seller Party’s behalf, or on behalf of or at any competitor, call upon any Person as a prospective acquisition candidate who was, to the request knowledge of such Seller Party, either called upon by Parent, the Company or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company Purchaser or any of its their Subsidiaries engages as a prospective acquisition candidate or was the subject of an acquisition analysis by Parent, the Purchaser or any of their Subsidiaries; or (a “Competitive Business”); providediv) disparage, defame or discredit Parent, the Purchaser or any of their Subsidiaries or engage in any activity which would have the effect of disparaging, defaming or discrediting Parent, the Purchaser or any of their Subsidiaries. (c) Each Seller Party acknowledges that ownership the restrictions contained in this Section 4.4 are reasonable and necessary to protect the legitimate interests of less than one percent (1%) of Parent, the outstanding stock of Purchaser and their Subsidiaries. Each Seller Party acknowledges that any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided4.4 will result in irreparable injury to Parent, furtherthe Purchaser and their Subsidiaries and agrees that Parent and the Purchaser shall be entitled to preliminary and permanent injunctive relief, thatwithout the necessity of proving actual damages, providing investment banking or legal services to a Competitive Business as well as an independent consultantequitable accounting of all earnings, independent advisor or independent representative shall not be deemed to be a profits and other benefits arising from any violation of this Section 5 solely 4.4 by reason thereof so long as providing such services is not the primary duties or business activities of such individual; providedSeller Party, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) which rights shall be deemed waived with respect cumulative and in addition to any other rights or remedies to which Parent or the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to Purchaser may be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)entitled. (d) Notwithstanding anything to Each of Parent and the contrary Purchaser acknowledges that the restrictions contained in this Section 5, with respect 4.4 are reasonable and necessary to protect the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any legitimate interests of the Mexican Subsidiaries Shareholders. Each of Parent and the Company engages. The Executive Purchaser acknowledges and agrees that: (1) the time and geographical scope of the restrictions that any violation of this Section 5 are reasonable; (2) 4.4 will result in irreparable injury to the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents Shareholders and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) Shareholders shall be entitled to temporary preliminary and permanent injunctive relief from a court of competent jurisdictionrelief, without posting any bond or other security and without the necessity of proof proving actual damages, as well as an equitable accounting of actual damageall earnings, in addition to, profits and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If benefits arising from any of the provisions violation of this Section 5 are determined 4.4 by Parent or the Purchaser, which rights shall be cumulative and in addition to be wholly any other rights or partially unenforceable, remedies to which the Executive hereby agrees that this Agreement or any provision hereof Shareholders may be reformed so entitled. (e) In the event that it is enforceable any covenant contained in this Section 4.4 should ever be adjudicated to exceed the maximum extent time, geographic, product or service, or other limitations permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable applicable Law in any jurisdiction, then any court is expressly empowered to reform such determination covenant, and such covenant shall not be a bar deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in any way diminish the Company’s right to enforce this Section 4.4 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Restrictive Covenants. The Executive agrees that 11.1 Each of the Founders hereby undertakes to the Purchaser, the Company and any other member of the Purchaser’s Group (with the intention of assuring to the Purchaser the full benefit and value of the goodwill and connections of the Company and as a constituent part of the agreement for the sale of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares) that, except with the written consent of the Purchaser he will not himself, either alone or she shall notjointly with others, during the Non-Compete Periodwhether as principal, agent, manager, shareholder, independent contractor, consultant or in any other capacity, directly or indirectly through any other person, for his own benefit or that of others at any time: (a) during the Restricted Period engage in or carry on or be concerned or interested in any Restricted Business within the Restricted Area in competition with the Company (other than as a holder for investment of no more than 3 per cent of any class of shares or securities dealt in on behalf of a recognised stock exchange); or (b) during the Restricted Period canvass or solicit or approach or cause to be canvassed, solicited or approached any person who shall at any time within the request year preceding Completion have been a client or customer, prospective client or customer, representative or agent of the Company or its Subsidiaries):in the habit of dealing with the Company for the purpose of offering that person goods or services which are of the same type as or similar to any goods or services supplied by the Company at Completion; (ac) engage in, have an interest in, during the Restricted Period solicit or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, entice away from the Company or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, knowingly encourage any business or organization, employee who is engaged in a business that is competitive with managerial, supervisory, technical or sales capacity by, or engaged as a business in which consultant to the Company to leave the Company (whether or any not such person would commit a breach of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely contract by reason thereof; provided, further, that, providing investment banking of leaving such employment or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executiveengagement); (bd) solicit during the Restricted Period interfere or seek to interfere with the continuance of supplies to the Company from any Person person who is or, shall at any time within the prior twelve year preceding Completion have been supplier of goods or services to the Company; or (12e) months, was, or whose Affiliate is or, within the prior twelve except (12i) months, was to perform duties under a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does service contract with the Company or any member of its Subsidiaries, the Purchasers Group or enter into or seek (ii) to enter into any agreement discuss with other Sellers a Claim duly notified by the Purchaser in accordance with Clause 9.2 (but only to the extent that the Warrantors are in possession of such agreement is information at Completion), hereafter make use of a nature that is related or disclose or divulge to the business in which the Company any person (other than to officers or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries employees of the Company engages. The Executive acknowledges and agrees that: whose province it is to know the same) any information (1) other than any information properly available to the time and geographical scope public (otherwise than, directly or indirectly, as a result of the restrictions a breach of this Section 5 are reasonable; (2clause 11.1(e)) the burden on the Executive or disclosed or divulged pursuant to an order of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction) relating to the Company, without posting any bond the identity of its customers and suppliers, its products, finances, contractual arrangements, business or other security and without the necessity method of proof of actual damagebusiness; or (f) if, in addition toconnection with the business and affairs of the Company it shall have obtained confidential information belonging to any third party under an agreement purporting to bind the Company which contained restrictions on disclosure, it will not at any time infringe such restrictions; or (g) in relation to any trade, business or company use a trade name, trade or service xxxx, design or logo including the words “Active Hotels” or any words confusingly similar thereto in such a way as to be capable of or likely to be confused with any trade name, trade or service xxxx, design or logo used by the Company (whether registered or not) at Completion, EXCEPT THAT nothing in this clause 11.1 shall operate to restrict Xxxxxx Xxxxxxxxx from being involved in the running, operation, management, ownership and not sale of hotels. 11.2 Each of the covenants contained in lieu of, clause 11.1 is entirely separate and severable and enforceable accordingly. Each of such other remedies covenants is considered fair and reasonable in all the circumstances by the parties but in the event that any such restriction shall be found to be void or ineffective but would be valid and effective if some part thereof were deleted or the duration or area of application reduced such restriction shall apply with such modification as may be available necessary to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that make it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionvalid and effective.

Restrictive Covenants. The Executive Principal agrees that he or she shall not, during for a period of two years starting on the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):Effective Date: (a) He will not, directly or indirectly, engage in, have an interest invest in, own, manage, operate, finance, control, or otherwise participate in the ownership, management, operation, financing, or control of, be employed by (whether as an ownerby, operator, partner, member, manager, employee, officer, director, consultant, advisorassociated with, or representative)in any manner connected with, provide consulting or management services lend his name to, or permit his render services or her name to be used advice to, any Person whose products or activities compete, in connection whole or in part, directly or indirectly, with the activities ofBusiness, any business anywhere within Canada or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the ExecutiveUnited States; (b) solicit He will not, directly or indirectly, for or on behalf of any Person, (i) induce or attempt to induce any Person who is orwas a dealer, customer, supplier, licensee, licensor, distributor, or who otherwise had any business relationship with any Seller at any time within the 10 years prior twelve to the Closing or who was actively being solicited by any Seller for business (12each, a "Covered Counterparty") monthsto terminate such Covered Counterparty's relationship with Spartan, was(ii) in any way interfere with the relationship between Spartan and any such Covered Counterparty, or whose Affiliate is or, within (iii) solicit or accept the prior twelve (12) months, was a customer business of the Company or any Covered Counterparty for purposes of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does competing with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such PersonBusiness; orand (c) contactHe will not, approach directly or solicit indirectly, for the purpose or on behalf of offering employment any Person, (i) induce or attempt to or hiring or retaining, or actually hire or retain induce any Person who is was an employee of any Seller at any time within the one year period prior to Closing (each, a "Covered Employee") to terminate such Covered Employee's employment with Spartan, (ii) in any way interfere with the relationship between Spartan and any such Covered Employee, or was employed (iii) hire or retained by the Company or its Affiliates engage as an employee during independent contractor any such Covered Employee for any purpose, without the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding prior written consent of Spartan. Notwithstanding the foregoing, general solicitations of employment published the restrictions set forth in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors this Section 1(c) shall not be deemed apply with respect to constitute solicitation for purposes of this Section 5(c)a Covered Employee whose employment was terminated by Spartan. (d) Notwithstanding anything in this Agreement to the contrary contrary, no covenants or other restriction in this Section 5, Agreement shall apply with respect to the country ownership of Mexico, this Section 5 will only apply a publicly traded corporation or other entity provided that Principal (and therefore will be limiteda) to activities that are competitive with the businesses in which any owns less than 2% of the Mexican Subsidiaries outstanding publicly traded interests, and (b) is not an officer or director of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionentity.

Restrictive Covenants. The In addition to any other obligation of the Executive under any other agreement with the Company, in order to assure that the Company will realize the benefits of this Agreement and in consideration of the employment set forth in this Agreement, the Executive agrees that he or she shall not, not during the Non-Compete Employment Period and for a period of six (6) months (the “Restricted Period, directly or indirectly (other than on behalf of or at ”) from the request termination of the Company or its Subsidiaries):Employment Period: (a) engage inDirectly or indirectly, have an interest in, alone or otherwise be employed by (whether as an owner, operator, a partner, joint venturer, member, manager, employee, officer, director, employee, consultant, advisoragent, independent contractor, stockholder or representative)in any other capacity of any company or business, provide consulting or management services to, or permit his or her name to be used engage in connection with the activities of, any business activity in any state in the United States or organization, engaged in a business that is competitive with a business any other country in which the Company (i) is qualified to do business on the date of termination of the Employment Period, or any (ii) has planned (pursuant to a plan approved by the Board of its Subsidiaries engages (a “Competitive Directors) to be qualified to do business, which is directly or indirectly in competition with the Company Business”); provided, that however, that, the beneficial ownership of less than one percent (1%) 5% of the outstanding shares of stock of any publicly corporation having a class of equity securities actively traded corporation on a national securities exchange or over-the-counter market shall not be deemed deemed, in and of itself, to be a violation violate the prohibitions of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the ExecutiveSection; (b) solicit Directly or indirectly (i) induce any Person who person which is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any subsidiary or affiliate of its Subsidiaries the Company on the date of the termination of the Employment Period to patronize any business directly or persuade indirectly in competition with the Company Business; (ii) canvass, solicit or attempt to persuade accept from any such Person not to be person that is a customer of the Company or any subsidiary or affiliate of its Subsidiaries the Company on the date of the termination of the Employment Period, any such competitive business, or (iii) request or advise any person that is a customer of the Company Business on the date of the termination of the Employment Period to reduce the amount of withdraw, curtail, or cancel any such customer’s business that such customer does with the Company or any affiliate or subsidiary of its Subsidiariesthe Company; (c) Directly or indirectly employ, or enter into knowingly permit any company or seek business directly or indirectly controlled by him, to enter into employ, any agreement (to the extent such agreement is of a nature that is related to the business in which person who was employed by the Company or any subsidiary or affiliate of its Subsidiaries engagethe Company on the date of the termination of the Employment Period or within six (6) with, months prior to the Executive’s knowledgedate of termination of the Employment Period, or in any manner seek to induce any such Person; or (c) contact, approach or solicit for the purpose of offering employment person to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c).employment; (d) Notwithstanding anything to For purposes of this Agreement, “Company Business” shall mean providing online advertising services and certain related consumer services which includes search engine marketing, affiliate marketing, online lead generation, online dating, and online education.. (e) The Executive agrees and acknowledges that the contrary restrictions contained in this Section 5, with respect 18 are reasonable in scope and duration and are necessary to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of protect the Company engagesafter the Commencement Date. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions If any provision of this Section 5 are reasonable; (2) 18 as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the burden on same will in no way affect any other circumstance or the Executive validity or enforceability of complying with this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the restrictions duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of will cause irreparable damage to the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s upon breach of the provisions any provision of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breachSection, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdictionrelief, specific performance or other equitable relief; provided, however, that this shall in no way limit any other remedies which the Company may have (including, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceablelimitation, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionseek monetary damages).

Restrictive Covenants. The Executive If the employment of the Employee is terminated for any reason (including voluntary resignation), then the Employee agrees that for a period of two (2) years thereafter, he or she shall will not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (ai) engage in, have an interest inalone or for his own account, or otherwise be employed by (whether as an ownera officer, operatordirector, shareholder, partner, member, managertrustee, employee, officer, director, consultant, advisor, agent or representative)any other capacity of any corporation, provide consulting or management services topartnership, joint venture, trust, or permit his other business organization or her name entity, encourage, support, finance, be engaged in, interested in, or concerned with (x) any of the companies and entities described on Schedule I hereto, except to be used the extent that any activities in connection with therewith are confined exclusively outside the activities ofContinental United States, or (y) any other funeral, cemetery or other death care business having an office or organizationbeing conducted within a radius of fifty (50) miles of any funeral home, engaged in a cemetery or other death care business that is competitive with a business in which owned or operated by the Company or any of its Subsidiaries engages subsidiaries at the time of such termination; (ii) induce or assist anyone in inducing in any way any employee of the Company or any of its subsidiaries to resign or sever his or her employment or to breach an employment contract with the Company or any such subsidiary; or (iii) own, manage, advise, encourage, support, finance, operate, join, control, or participate in the ownership, management, operation, or control of or be connected in any manner with any business which is or may be in the funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto (x) as part of any of the companies or entities listed on Schedule I, or (ii) otherwise within a “Competitive Business”); providedradius of fifty (50) miles of any funeral home, that cemetery or other death care business owned or operated by the Company or any of its subsidiaries at the time of such termination. Notwithstanding the foregoing, the above covenants shall not prohibit the passive ownership of less not more than one percent (1%) of the outstanding stock voting securities of any publicly traded corporation entity. The foregoing covenants shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking held invalid or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination unenforceable because of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions territory or actions subject hereto or restricted hereby, or the period of this Section 5 time within which such covenants respectively are reasonable; (2) operative, but the burden on maximum territory, the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens action subject to breach the provisions of this Section 5 such covenants and the Company (period of time they are enforceable are subject to any determination by vote a final judgment of a majority of any court which has jurisdiction over the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits parties and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionsubject matter.

Restrictive Covenants. The Executive Employee acknowledges and agrees that (i) as an employee of the Company, he has possessed and learned, and shall in the future possess and learn, valuable trade secrets and other confidential or she proprietary information relating to the Company and its Affiliates and their businesses and properties, (ii) Employee’s services to the Company are unique in nature, (iii) the Company’s business is national in scope, and (iv) the Company would be irreparably damaged if the Employee were to provide services to any other person or entity in violation of the restrictions contained in this Agreement. Accordingly, as an inducement for the Company to enter into this Agreement, Employee agrees that during the period that he is employed by the Company and for a period of three (3) years thereafter (such period being referred to herein as the “Restricted Period”), Employee shall not, during the Non-Compete Period, directly or indirectly (indirectly, either for himself or for any other than on behalf of person or at the request of the Company or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by entity (whether as an ownera shareholder, operatormember, equityholder, officer, director, employee, partner, member, manager, employeetrustee, officeragent, director, consultant, advisor, representative or representative), provide consulting or management services to, or permit his or her name to be used otherwise): (a) take any action in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in Competing Business (as defined below) which might divert from the Company or its Affiliates any of its Subsidiaries engages opportunity which would be (a “Competitive Business”); provided, that ownership of less than one percent (1%) of at the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities time of such individual; providedaction) within the scope of their business, furtherincluding without limitation, thatowning any stock, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Companymembership or partnership interest or other equity interest in, the provisions of this Section 5(a) shall be deemed waived with respect to the Executivemanaging, controlling, rendering services, working or consulting for, or providing any financing or other assistance to, any Competing Business; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade induce any such Person not to be a customer of the Company person or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person entity who is or was employed has been a customer or retained by client of the Company or its Affiliates as an employee at any time during (i) the immediately preceding twelve period of 3 years prior to the Effective Date, (12ii) months the Employment Term, or (iii) the Restricted Period, to retain or employ the services of a Competing Business; (c) solicit or attempt to induce any person or entity who is or has been a customer, client, supplier or other business relation of the Company or its Affiliates, including independent sales organization owner, operator or agent, at any time during (i) the period of three (3) years prior to the Effective Date, (ii) the Employment Term, or (iii) the Restricted Period, to cease doing business with the Company or its Affiliates; (d) take any actions which are calculated or intended to persuade any Person not to continue to be employed person or retained by entity who is a director, manager, officer, employee or agent of the Company or its Affiliates or to terminate his or her employment association with the Company or its Affiliates; or (e) solicit or hire any person or entity who is a director, manager, officer, employee or agent of the Company to perform services with for any person or entity other than the Company or its Affiliates; provided, however, that notwithstanding nothing herein shall prohibit Employee from owning not more than 1% of the foregoing, general solicitations of employment published in a journal, newspaper outstanding stock or other publication equity interest of general circulation any publicly traded entity engaged in the Business, so long as Employee is merely a passive investor and not specifically directed towards has no role in the operation or management of such employees, consultants person or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)entity. (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction

Restrictive Covenants. The Executive 20.1 BVI and BVI Existing Shareholders hereof acknowledge that the Preference Shareholders agrees to invest in the Company and become a Preference Shareholder on the basis of continued and exclusive services of and diligent devotion and commitment by BVI Existing Shareholders and BVI to the Group Companies, and agree that he or she shall not, during the Non-Compete Period, directly or indirectly (other Preference Shareholders should have reasonable assurance of such basis of investment. Each of BVI Existing Shareholders and BVI hereof jointly and severally undertakes to any Preference Shareholder who then holds no less than on behalf 5% percent of or at all the request issued and outstanding share capital of the Company on a fully-diluted and as-converted basis that neither he nor any of his Associates will directly or its Subsidiaries):indirectly: (a) engage inUp to the last day of the 12th month after the Qualified IPO, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative( “Restriction Period”), provide consulting participate, assist, be concerned with, engaged or management services to, or permit his or her name to be used in connection with the activities ofinterested in, any business or organizationentity in any manner, engaged directly or indirectly, which is in a competition with the business that is competitive with a business in which carried on by any Group Company at any time during the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the ExecutiveRestriction Period; (b) during the Restriction Period, solicit in any Person manner any person who is or, within or has been during the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was Restriction Period a customer or client of the any Group Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to such person any goods or services similar to or hiring competing with any of the businesses conducted by any Group Company at any time during the Restriction Period; (c) during the Restriction Period, solicit or retainingentice away, or actually hire endeavour to solicit or retain entice away, any Person who is employee or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade officer of any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c).Group Company; (d) Notwithstanding anything at any time disclose to any person, or use for any purpose, any information concerning the contrary in this Section 5business, with respect accounts, finance, transactions or Intellectual Property rights of any Group Company or any trade secrets or confidential information of or relating to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries Group Companies; (e) during the Restriction Period, none of BVI Existing Shareholders or BVI may hold 5% or more shares in another business or entity (regardless of whether such business or entity is in competition, directly or indirectly, with the business carried on by any Group Company), unless a prior written consent is obtained from Preference Shareholder(s) then holding no less than 51% of the issued Series A Preference Shares; except for the business or entity where the BVI Existing Shareholders or BVI or their Associate does not act as an senior management officer, a director, or otherwise actively participate in the management, and in such case they may hold up to 20% of the Shares or equity interests in such business or entity, except for the investment and directorship in Sichuan Nanshan Bridge Co., Ltd., Chengdu Noah Electronic Co., Ltd. and Shenzhen Noah Industrial Co., Ltd. as being disclosed to Baring and Xxxxxx Brothers. 20.2 Each undertaking in paragraphs (a), (b), (c) (d) and (e) of this Clause 20.1 shall be treated as independent of the other undertakings so that, if any of them is held to be invalid or unenforceable for any reason, the remaining undertakings shall be valid to the extent that they are not affected. 20.3 Each of BVI Existing Shareholders and BVI hereby expressly acknowledges and declares that it has duly considered the undertakings set out in Clause 20.1 and considers that they are reasonable in the circumstances, and warrants and undertakes to the Preference Shareholders that it shall not challenge or query the validity and enforceability of these undertakings. 20.4 Without prejudice to any rights or remedies of the Preference Shareholders under law, if any of BVI Existing Shareholders or BVI (“Defaulter”) is in breach of Clause 20.1(c), and more than 10 employees and/or officers of any Group Company engagesare solicited or enticed away, such Defaulter shall be individually liable to pay to the Preference Shareholders on demand liquidated damages in the sum of US$ 5 million. The Executive acknowledges parties agree that this sum is paid as liquidated damages and agrees that: (1) the time not as penalty, and geographical scope agree that this sum is a genuine pre-estimate in good faith of the loss suffered by the Preference Shareholders in such circumstances. 20.5 During the period that Baring holds any Preference Shares of the Company, or before a Qualified IPO, whichever is earlier, Baring and Xxxxxx Brothers should not directly or indirectly make any investment into the following companies, except that Baring’s investee enterprises make further investment into such companies. It being understood that Xxxxxx Brothers’s undertaking under Section 20.5 does not in any way place restrictions on the activities of Xxxxxx Brothers Group at large, and investment activities of Xxxxxx Brothers Group (except Xxxxxx Brothers) will not under any circumstance be found in violation of this Section 5 are reasonable; 20.5. (2a) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; Organizer ( ) (3b) the general public policy is not harmed by the restrictions of this Section 5; and Besta ( ) (4c) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees Instant dict ( ) (xd) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, Meigin ( ) (ye) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company Cooltec ( ) (by vote of a majority of the members of the Boardf) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and Hi-tech wealth ( ) (zg) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company Lenovo ( ) (by vote of a majority of the members of the Boardh) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company BBK ( ) (by vote of a majority of the members of the Boardi) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionOhayo ( ) (o) Readboy ( ) (p) Dbolo ( ) (q) X.xx ( ) (r) Timetop ( ) (s) Worthy ( ) (v) Vtech ( )

Restrictive Covenants. The Executive agrees that he or she shall not(a) For a period of [***] following the Closing Date (the “Restricted Period”), during the Non-Compete Periodneither Seller nor its controlled Affiliates shall, directly or indirectly, own, invest in, design, develop, manufacture, market, sell or license any [***], or manage, consult, direct any business activity involving any [***]; provided, however, this Section 4.3(a) foregoing will not: (i) prohibit Seller or any of its controlled Affiliates from directly or indirectly (other acquiring or owning equity interests of a public company constituting less than on behalf of or at the request 3% of the Company outstanding voting power thereof; (ii) prohibit Seller or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used controlled Affiliates from performing its obligations in accordance with any agreement entered into in connection with the activities oftransactions contemplated by this Agreement, including the Transition Services Agreement, or (iii) apply to any unaffiliated third party that acquires Seller, any business or organization, engaged in a business that is competitive with a business in which the Company controlled Affiliate of Seller or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor their respective assets or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive;businesses. (b) solicit During the Restricted Period, neither Purchaser nor its controlled Affiliates shall, directly or indirectly, own, invest in, design, develop, manufacture, market, sell or license any Person who is or, within the prior twelve (12) months, was[***], or whose Affiliate is ormanage, within the prior twelve consult, direct any business activity involving any [***]; provided, however, this Section 4.3(b) foregoing will not: (12i) months, was a customer of the Company prohibit Purchaser or any of its Subsidiaries controlled Affiliates from directly or persuade indirectly acquiring or attempt to persuade any such Person not to be owning equity interests of a customer public company constituting less than 3% of the Company outstanding voting power thereof; (ii) prohibit Purchaser or any of its Subsidiaries controlled Affiliates from directly or to reduce indirectly performing any such activities for or in respect of the amount Specified Product, or any other product currently owned, licensed or marketed by Purchaser as of business that such customer does the date of this Agreement; or (iii) prohibit Purchaser or its controlled Affiliates from performing its obligations in accordance with any agreement entered into in connection with the Company or any of its Subsidiariestransactions contemplated by this Agreement, or enter into or seek to enter into any agreement (to including the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; orTransition Services Agreement. (c) contact, approach or solicit Each of Purchaser and Seller (for itself and on behalf of its controlled Affiliates) agrees that the purpose duration and geographic scope of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary covenants set forth in this Section 54.3 are reasonable. In the event that any court determines that the duration or the geographic scope, with respect or both, are unreasonable and that such provision is unenforceable to any extent, the country Parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Parties agree that the restrictions set forth in Section 4.3 are reasonable in all respects and are necessary to protect the respective interests of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive each of the Parties in connection with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of transactions contemplated by this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionAgreement.

Restrictive Covenants. The Executive agrees that he or she shall not, during In order to preserve and protect the Non-Compete Period, directly or indirectly (other than on behalf of or at the request goodwill and value of the Company or its Subsidiaries):Company’s business, operations, relationships and confidential information to which you had access during your employment, you hereby agree as follows: (a) engage inDuring the period beginning on the Termination Date and ending on the first (1st) anniversary thereof, have an interest inyou will not, either acting jointly or otherwise be employed by (whether as an ownerindividually, operatordirectly or indirectly, partner, member, manager, employee, officer, director, consultant, advisor, induce or representative), provide consulting attempt to induce any employee or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer consultant of the Company or any of its Subsidiaries affiliates to leave such entity’s employ or persuade consultancy, or attempt to persuade in any way interfere with the relationship between the Company or its affiliates and any of their employees or consultants. (b) During the period beginning on the Termination Date and ending six (6) months thereafter, you will not (i) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, member, stockholder, agent, representative or otherwise), render services for, accept compensation from, or in any other manner engage in any business (including any new business started by you, either alone or with others) that competes with the Company throughout the world, or (ii) contact or solicit any customers, suppliers, vendors, licensees, licensors or other persons who have a business relationship with the Company (each, an “Existing Business Relationship”) for the purposes of (x) diverting any existing or future business from the Company, (y) causing, inviting or encouraging any such Person not Existing Business Relationship to be a customer alter or terminate his, her or its business relationship with the Company, or (z) interfering with any aspect of the relationship between any such Existing Business Relationship and the Company (including, without limitation, making any negative statements or communications about the Company or any of its Subsidiaries officer’s directors, employees or affiliates to reduce the amount of business that any person connected with such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; orExisting Business Relationship. (c) contactFor the avoidance of doubt, approach or solicit for the purpose of offering your confidentiality and invention ownership and assignment obligations to which you were subject during your employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations shall survive indefinitely following your termination of employment published in a journalaccordance with their terms, newspaper or other publication of general circulation including those obligations set forth in your Employment Agreement and not specifically directed towards such employees, consultants or independent contractors shall not be deemed as imposed upon you pursuant to constitute solicitation for purposes of this Section 5(c)Company policies and your fiduciary duties. (d) Notwithstanding anything to The Company would suffer irreparable harm from a breach of any of the contrary covenants or agreements contained in this Section 5, with respect to 6. In the country event of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any an alleged or threatened breach by you of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable6, the Executive hereby agrees Company or its successors or assigns may, in addition to all other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting a bond or proving actual damages, and the restricted period, as applicable, described above will be tolled until such alleged breach or violation is resolved. You agree that the restrictions in this Agreement or any provision hereof may be reformed so that it is enforceable to Section 6 are reasonable protections under the maximum extent permitted by lawcircumstances of the payment of the amounts set forth herein. If If, at the time of enforcement of any of the provisions of this Section 5 6, a court holds that the restrictions stated herein are determined to unreasonable under the circumstances then existing, you agree that the maximum period, scope or geographical area reasonable under such circumstances will be wholly substituted for the stated period, scope or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionarea.

Restrictive Covenants. The Executive Each party hereto hereby agrees that he or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request covenants set forth in this Section 7.04 are a material and substantial part of the Company or its Subsidiaries):transactions contemplated by this Agreement. (a) engage inUntil two years after the Closing Date, have an interest ineach Restricted Company Stockholder agrees that he, she or it will not, anywhere in the world (the “Territory”), unless acting for the Surviving Corporation, Parent or their Affiliates or in accordance with the Surviving Corporation’s or Parent’s prior written consent: (i) (directly or indirectly) own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or otherwise be employed by (whether connected as an owner, operator, partner, member, manager, employee, officer, director, employee, principal, agent, representative, consultant, advisorinvestor, owner, partner, manager, joint venturer or representative), provide consulting or management services tootherwise with, or permit its, his or her name to be used by or in connection with the activities ofwith, any business or organizationenterprise engaged anywhere in the Territory in the business conducted by Parent, the Company, or any of their Affiliates on the Closing Date and, with respect to Restricted Company Stockholders who become employees of Parent, the Surviving Corporation or any of their Affiliates any of the businesses engaged in by Parent, the Surviving Corporation or any of their Affiliates either during his employment or at the time of its termination; (ii) call on or solicit any person who or which is, at that time, or has been within three years prior thereto, a customer of the Company or the Surviving Corporation with respect to any business that is competitive with a business in which of Parent, the Company or any of their Affiliates covered by clause (i) above; (iii) solicit the employment of or hire any person who at the time of such solicitation or hiring or who within 90 days prior thereto, is or was employed by Parent, the Company or any of their Affiliates on a full or part-time basis; or (iv) on his, her or its Subsidiaries engages (behalf, or on behalf of any competitor, call upon any person as a “Competitive Business”); providedprospective acquisition candidate who was called upon by the Company as a prospective acquisition candidate or was the subject of an acquisition analysis by the Company on or prior to the Closing Date. Such Restricted Company Stockholder shall immediately cease all contact with any prospective acquisition candidate upon being informed, in writing, that ownership of less than one percent the Company had so called upon such candidate or made an acquisition analysis thereof. (1%b) of Notwithstanding the outstanding stock of any publicly traded corporation above, the foregoing covenant shall not be deemed to prohibit the Restricted Company Stockholders subject to this Section 7.04 from (i) acquiring as a passive investment not more than five percent of the outstanding voting capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association or (ii) conducting generalized solicitations for employees through the use of media advertisements or as hiring employees through the use of such solicitations. (c) Each Restricted Company Stockholder acknowledges that (a) the provisions of this Section 7.04 are reasonable and necessary to protect the legitimate interests of Parent and its Affiliates, (b) any violation of this Section 7.04 will result in irreparable injury to Parent and its Affiliates and that damages at law would not be reasonable or adequate compensation to Parent and its Affiliates for a violation of this Section 5 solely 7.04 and (c), Parent and its Affiliates shall be entitled to have the provisions of this Section 7.04 specifically enforced by reason thereof; providedpreliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a profits and other benefits arising out of any violation of this Section 5 solely by reason thereof so long as providing such services is not 7.04, including, without limitation, estimated future earnings. In the primary duties or business activities of such individual; provided, further, that, if the Board determines event that the provisions of this Section 5(a) 7.04 should not apply ever be deemed to exceed the Executive following the termination of the Executive’s employment time, geographic, product or any other limitations permitted by the Companyapplicable Law, the then such provisions of this Section 5(a) shall be deemed waived with respect reformed to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained maximum permitted by the Company or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)applicable Law. (d) Notwithstanding anything Parent and each Restricted Company Stockholder intends to and do hereby confer jurisdiction to enforce the contrary covenants set forth in this Section 5, with respect to 7.04 upon the country courts of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with any jurisdiction within the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damagescovenants. If the courts of any one or more of the provisions of this Section 5 are determined to be wholly such jurisdictions hold such covenants unenforceable in whole or partially unenforceablein part, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any intention of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, Parent and each Restricted Company Stockholder that such determination shall not be a bar to or in any way diminish adversely affect the Company’s right of Parent and its Affiliates to equitable relief and remedies hereunder in courts of any other jurisdiction as to breaches or violations of this Section 7.04, such covenants being, for this purpose, severable into diverse and independent covenants. (e) All information provided to third parties for evaluation of a potential transaction or transactions with the Company similar to the transactions contemplated by this Agreement is subject to a confidentiality agreement with third parties for a term of not less than two years and contain confidentiality, non-disclosure and non-solicitation obligations and give the Company the right to enforce require any such covenant in third party to return or destroy any other jurisdictioninformation disclosed to it pursuant to the terms of any such agreement. (f) Until two years after the Closing Date, One Equity Partners LLC will not solicit the employment of or hire any person set forth on Section 7.04 of the Disclosure Schedule.

Restrictive Covenants. The 14.1 You hereby undertake with the Evercore LLP and the other Members that you will not (without the prior written consent of the Executive agrees that he Committee) whether by yourself, through your employees or she shall notagents or otherwise howsoever and whether on your own behalf or on behalf of any other person, during the Non-Compete Periodfirm, company, or other organisation, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries):indirectly: (a) engage infrom the date of this Deed until the Date of Outgoing and during the Restricted Period, have an interest in, in competition with the Evercore LLP or any member of the Evercore Group in the Prohibited Area be employed or engaged or otherwise be employed by interested in the provision of any Restricted Service. Nothing contained in this clause 14.1 (whether a) prohibits you from (i) investing, as an ownera passive investor, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged in a business publicly held company provided that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”); provided, that your beneficial ownership of less than one any class of such publicly held company’s securities does not exceed three percent (13%) of the outstanding stock securities of such class, (ii) entering the employ of any publicly traded corporation shall academic institution or governmental or regulatory instrumentality of any country or any domestic or foreign state, county, city or political subdivision, or (iii) providing services to a subsidiary or affiliate of an entity that controls a separate subsidiary or affiliate that provides any Restricted Services, so long as the subsidiary or affiliate for which you may be providing services is not itself providing Restricted Services and you are not, as an employee of such subsidiary or affiliate, engaging in activities that would otherwise cause such subsidiary or affiliate to be deemed to be a violation of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the ExecutiveRestricted Services; (b) for so long as you are a Member, in competition with the Evercore LLP or any member of the Evercore Group in respect of any Restricted Service solicit business from or canvass or otherwise have dealings with any Person person, firm, company or organisation who is or, within or which at any time during the prior twelve continuance of Evercore LLP: (12i) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer client of the Company Evercore LLP or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer member of the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such PersonEvercore Group; or (cii) contactwas negotiating with or contemplating doing business with the Evercore LLP or any member of the Evercore Group; and with whom or which, approach during such period, you have had any contact or solicit for the purpose of offering employment to involvement whether as a Member or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as an employee of a member of the Evercore Group; (c) after the Date of Outgoing and during your Restricted Period, in competition with the Evercore LLP or any member of the Evercore Group in respect of any Restricted Service solicit business from or canvass or otherwise have dealings with any person, firm, company or organisation who or which: (i) at any time during the period of 2 years immediately preceding twelve the Date of Outgoing was a client of the Evercore LLP or any member of the Evercore Group; or (12ii) months at the Date of Outgoing was negotiating with or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services contemplating doing business with the Company Evercore LLP or its Affiliates; providedany member of the Evercore Group, that notwithstanding and with whom or which, during such 2 year period, you have had any contact or involvement whether as a Member or as an employee of a member of the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c).Evercore Group; (d) Notwithstanding anything from the date of this Deed until the Date of Outgoing and during the Restricted Period, solicit or entice away from or endeavour to solicit or entice away from the contrary Evercore LLP or any member of the Evercore Group any Member or any employee of any member of the Evercore Group whether or not such person would commit any breach of contract by reason of leaving the service of the relevant company. 14.2 While the restrictions contained in this Section 5clause 14 (on which you have had the opportunity to take independent advice, with respect as you hereby acknowledge) are considered by you to be reasonable in all the country of Mexicocircumstances, this Section 5 will only apply (and therefore will be limited) it is agreed that if any such restrictions, by themselves, or taken together, are adjudged to activities that are competitive with go beyond what is reasonable in all the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary circumstances for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach legitimate interests of the provisions of this Section 5 will cause the Company irreparable harm, which cannot Evercore LLP but would be adequately compensated by money damages, (y) adjudged reasonable if the Executive breaches part or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority parts of the members wording thereof were deleted or amended or qualified or the periods of the Board) seeks an injunction against wording were reduced or the Executiverange of products or area dealt with thereby were reduced in scope, there it is a reasonable probability of agreed that the Company’s eventual success on the merits and (z) if the Executive breaches relevant restriction or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any restrictions shall apply with such breach modification or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies modifications as may be available necessary to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly make it or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthem valid and effective.

Restrictive Covenants. The Executive Employee agrees with the Corporation that he will not for a period of three full years (36 months) measured from the date he ceases to be an officer, director, employee or she shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at the request consultant of the Company Corporation or its Subsidiaries):HouTex: (a) engage indirectly or indirectly, have an interest in, alone or otherwise be employed by (whether as an owner, operator, a partner, member, manager, employeejoint venturer, officer, director, employee, consultant, advisor, proprietor, agent, independent contractor, stockholder or representative)holder of any other ownership interest in any company or business, provide consulting assist or management services toengage in any business activity in the State of Texas that is in Competition with the Business conducted by HouTex or the Corporation as of the date hereof, or permit his in any way participate in the financing, operation, management or her name to be used in connection with the activities control of, any business firm, partnership, corporation, entity or organization, engaged in a business that engages or participates in any business activity in the State of Texas that is competitive in Competition with a the business in which conducted by HouTex or the Company or any Corporation as of its Subsidiaries engages (a “Competitive Business”)the date hereof; provided, however, that the beneficial ownership of less than one five percent (15%) of the outstanding shares of stock of any publicly corporation having a class of equity shares actively traded corporation on a national securities exchange or over-the-counter market shall not be deemed deemed, in and of itself, to be a violation violate the prohibitions of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the ExecutiveSection; (b) solicit directly or indirectly (i) induce any Person who that is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of HouTex or The Corporation as of the Company date hereof to patronize any business in Competition with the Business conducted by HouTex or the Corporation; (ii) canvass, solicit or accept from any of its Subsidiaries or persuade or attempt to persuade any such Person not to be that is a customer of HouTex or the Company or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledgeCorporation, any such PersonCompetitive business; oror (iii) request or advise any Person that is a customer of HouTex or the Corporation as of the date hereof to withdraw, curtail or cancel any such customer's business with HouTex or the Corporation. (c) contact, approach directly or solicit for the purpose of offering employment to or hiring or retainingindirectly employ, or actually hire knowingly permit any company or retain business directly or indirectly controlled by him, to employ, any Person who is or was employed by HouTex or retained by the Company Corporation at or its Affiliates as an employee during within six months prior to the immediately preceding twelve (12) months date hereof, or attempt in any manner solicit, encourage, or take any other action intended or seeking to persuade any induce such Person not to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c). (d) Notwithstanding anything to the contrary in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionemployment;

Restrictive Covenants. The Executive As an inducement to Buyer entering into this Agreement and the transactions contemplated hereby, and to more effectively protect the value and goodwill of the Business, each Seller Party agrees that he or she to the restrictive covenants and other provisions contained in this Section 9.E. as follows: (i) During the period commencing on the date hereof and expiring on the third year anniversary of the Closing (the “Restricted Period”), each Seller Party shall not, during and shall cause its affiliates not to: (a) engage, or assist others in engaging, in the Non-Compete PeriodBusiness or the business of Buyer as it operates on the date hereof anywhere in the United States of America, (b) own or hold an interest in any entity that engages directly or directly in the Business or the business of Buyer as it operates on the date hereof anywhere in the United States of America in any capacity, or (c) cause, induce, or encourage any current or former client, customer, or supplier of the Business or Buyer, or any other person that a material relationship with the Business or Buyer, to terminate or modify such person’s relationship with the Business or Buyer, as applicable; provided, however, that (1) any Seller Party may own, directly or indirectly indirectly, solely as an investment, securities of any entity traded on any national securities exchange if such Seller Party is not a controlling person of, or a member of a group that controls, such entity, and does not, directly or indirectly, own five percent or more of any class of securities of such entity and (other than on behalf of or at 2) Xxxxx may freely engage in all business activities associated with Invisible Dynamics LLC, a brand consultancy delivering brand, ecommerce, retail and marketing solutions for the request of fashion, beauty, wellness, hospitality and lifestyle industries. (ii) During the Company or Restricted Period, each Seller Party shall not, and shall cause its Subsidiaries): controlled affiliates not to: (a) engage inhire or solicit any current or former employee or service provider of the Business or of Buyer or its affiliates, have an interest in(b) induce or encourage any such employee or service provider to leave the employment or service of Buyer or its affiliates, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services c) attempt to, or permit his or her name to be used in connection with the activities of, take any business or organization, engaged in a business other action that is competitive with intended to, cause the actions set forth in clauses (a) and (b), except that a business in Seller Party may hire pursuant to a general solicitation which the Company is not directed specifically to any such employee or any of its Subsidiaries engages service provider. (iii) Each Seller Party acknowledges that a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation breach of this Section 5 solely by reason thereof; provided, further, that, providing investment banking or legal services 9.E. would give rise to a Competitive Business as an independent consultant, independent advisor or independent representative shall irreparable harm to Buyer for which monetary damages would not be deemed to be an adequate remedy, and hereby agrees that in the event of a violation breach or threatened breach by any Seller Party of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Person who is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not obligations, Buyer shall, in addition to any other rights and remedies that may be a customer of the Company or any of its Subsidiaries or available, be entitled to reduce the amount of business that such customer does with the Company or any of its Subsidiariesequitable relief, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Person; or (c) contact, approach or solicit for the purpose of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates as including seeking an employee during the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by the Company or its Affiliates or to terminate his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper injunction or other publication specific performance, from a court of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c)competent jurisdiction. (div) Notwithstanding anything to Recognizing the contrary specialized nature of the Business, each Seller Party acknowledges and agrees that the duration, geographic scope, and activity restrictions in this Section 5, with respect to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses in which any of the Mexican Subsidiaries of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 9.E. are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is not unreasonable; (3) the general public policy is not harmed , supported by the restrictions of this Section 5; adequate consideration, and (4) the restrictions of this Section 5 are necessary for the protection of the Company Business and interests of Buyer and its Subsidiariesaffiliates. The Executive further acknowledges parties hereto acknowledge and agrees (x) agreed that the Executive’s breach restrictions set forth in this Section 9.E. are completely severable and independent, and any invalidity or unenforceability of this Agreement with respect to any one restriction herein shall not render this Agreement unenforceable as applied to any one or more of the provisions other restrictions herein. If any court determines that any provision of this Section 5 will cause 0.X.xx unenforceable, such court shall have the Company irreparable harmpower to reduce the duration or scope of such provisions, which cannot be adequately compensated by money damagesas applicable, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executiveterminate such provision until, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executivein such reduced form, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) provision shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionenforceable.

Restrictive Covenants. The Executive In order to assure that Republic will realize the benefits of the transactions contemplated hereby, the Shareholder agrees with Republic that he or she shall will not, : (a) during the NonRestricted Period (defined below), other than as an employee of Republic or its Affiliates, directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, any company or business, engage in selling, leasing, or servicing any new or used vehicles (the "Auto Business") or in the wholesale or retail supply of parts with respect thereto (the "Parts Business") anywhere in the Restricted Territory (defined below); provided, however, that, the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-Compete the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section; (b) during the Restricted Period, directly or indirectly (other than on behalf i) induce any Person which is a customer or supplier of any Acquired Entity, Republic or at the request any Affiliate of the Company Acquired Entities or its Subsidiaries): (a) engage in, have an interest in, Republic to patronize any business directly or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative), provide consulting or management services to, or permit his or her name to be used indirectly in connection competition with the activities ofAuto Business or the Parts Business conducted by the Acquired Entities, any business or organization, engaged in a business that is competitive with a business in which the Company Republic or any of its Subsidiaries engages (a “Competitive Business”); provided, that ownership of less than one percent (1%) Affiliate of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 5 solely by reason thereofAcquired Entities or Republic; provided(ii) canvass, further, that, providing investment banking solicit or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative shall not be deemed to be a violation of this Section 5 solely by reason thereof so long as providing such services is not the primary duties or business activities of such individual; provided, further, that, if the Board determines that the provisions of this Section 5(a) should not apply to the Executive following the termination of the Executive’s employment by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit accept from any Person who which is or, within the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company Acquired Entities, Republic or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer Affiliate of the Company Acquired Entities or any of its Subsidiaries or to reduce the amount of business that such customer does with the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engage) with, to the Executive’s knowledgeRepublic, any such Personcompetitive business; oror (iii) request or advise any Person which is a customer or supplier of the Acquired Entities, Republic or any Affiliate of the Acquired Entities or Republic, or its or their successors, to withdraw, curtail or cancel any such customer's business with any such entity; (c) contactduring the Restricted Period, approach directly or solicit for the purpose of offering employment to or hiring or retainingindirectly employ, or actually hire knowingly permit any company or retain business directly or indirectly controlled by him, to employ, any Person person who is or was employed or retained by the Company Acquired Entities, Republic or its Affiliates as an employee during any Affiliate of the immediately preceding twelve (12) months Acquired Entities or attempt Republic at or within the then prior six months, or in any manner seek to persuade induce any Person not such person to continue to be employed or retained by the Company or its Affiliates or to terminate leave his or her employment or services with the Company or its Affiliates; provided, that notwithstanding the foregoing, general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees, consultants or independent contractors shall not be deemed to constitute solicitation for purposes of this Section 5(c).employment; (d) Notwithstanding anything to during the contrary Restricted Period, directly or indirectly, in this Section 5any way utilize, with respect to the country of Mexicodisclose, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses copy, reproduce or retain in which his possession any of the Mexican Subsidiaries Acquired Entities' proprietary rights or records of the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of this Section 5 are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 is Acquired Entities or Republic, including, but not unreasonable; (3) the general public policy is not harmed by the restrictions of this Section 5; and (4) the restrictions of this Section 5 are necessary for the protection of the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach of the provisions of this Section 5 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens limited to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits and (z) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company (by vote of a majority of the members of the Board) seeks an injunction against the Executive, a balancing of equities will be in favor of the Company. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company (by vote of a majority of the members of the Board) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law. If any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncustomer lists.