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. (a) The Executive hereby agrees that he or she the Executive shall not, at any time during the Non-Compete Noncompetition Restricted Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage in, have an any interest inin (including, without limitation, through the investment of capital or lending of money or property), or manage, operate or otherwise be employed by render any services to, any Person (whether on his own or in association with others, as an ownera principal, operatordirector, officer, employee, agent, representative, partner, member, manager, employee, officer, directorsecurity holder, consultant, advisor, independent contractor, owner, investor, participant or representative), provide consulting in any other capacity) that engages in (either directly or management services to, through any subsidiary or permit his or her name to be used in connection with the activities of, Affiliate thereof) any business or organizationactivity, engaged in a business that is competitive with a business within any of the states or territories within the United States or any other country, territory or state in which the Company or any of its Subsidiaries engages subsidiaries operate, (i) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service that may be used as a “Competitive Business”); provided, that ownership of less than one percent (1%) of the outstanding stock of substitute for or otherwise competes 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 product 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 service of the Company or any of its Subsidiaries or persuade or attempt to persuade any such Person not to be a customer of entity owned by 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 SubsidiariesCompany, 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 ii) which the Company or any of its Subsidiaries engage) Affiliates has taken active steps to engage in or acquire, but only if the Executive directly or indirectly engages in, has any interest in (including, without limitation, through the investment of capital or lending of money or property), or manages, operates or otherwise renders any services in connection with, such business or activity (whether on his own or in association with others, as a principal, director, officer, employee, agent, representative, partner, member, security holder, consultant, advisor, independent contractor, owner, investor, participant or in any other capacity). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business; provided that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business. (b) The Executive hereby agrees that the Executive shall not, at any time during the Nonsolicitation Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee, customer 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 at any time during the twelve (12)-month period immediately prior to the Executive’s knowledge, any such Person; orDate of Termination or who thereafter becomes employed by the Company. (c) contactExcept 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 6(e), approach the Executive shall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or solicit indirectly, use, disseminate, disclose or publish, for the purpose Executive’s benefit or the benefit of offering any other Person, any confidential or proprietary information or trade secrets of or relating to 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 employment to or hiring or retaining(“Proprietary Information”), or actually hire deliver to any Person, any document, record, notebook, computer program or retain similar repository of or containing any Person who such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any other Person, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or was employed has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or retained indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company or its Affiliates Company. The parties hereby stipulate and agree that as an employee during between them, the immediately preceding twelve (12) months or attempt to persuade any Person not to continue to be employed or retained by Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or its Affiliates or to terminate his or her employment or services with assignee 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(cCompany). (d) Notwithstanding anything Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the contrary in this Section 5Company (i) all correspondence, with respect to the country of Mexicodrawings, this Section 5 will only apply (and therefore will be limited) to activities manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents that are competitive with Proprietary Information, including all physical and digital copies thereof, and (ii) all other Company property (including, without limitation, any personal computer or wireless device and related accessories, keys, credit cards and other similar items) which is in his possession, custody or control. (e) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the businesses Company the earliest possible notice thereof, and shall, as much in which any advance 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 return date as possible, make available to the Company and its Subsidiaries. counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. (f) The Executive further acknowledges and agrees (x) not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, partners, members, equity holders or Affiliates, either orally or in writing, at any time; provided that the Executive may confer in confidence with the Executive’s legal representatives and make truthful statements as required by law. (g) Prior to accepting other employment or any other service relationship during the Noncompetition Restricted Period, the Executive shall provide a copy of this Section 6 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or other Person with which the Executive discusses potential employment or any other service relationship. (h) In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction 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, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Any breach or violation by the Executive of the provisions of this Section 5 will cause 6 shall toll the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions running of any time periods set forth in this Section 5 and 6 for the Company (by vote duration 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 breachviolation. (i) As used in this Section 6, the Company (by vote of a majority of the members of the Board) term “Company” 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 include the Company for such breachand any parent, including the recovery of money damages. If any of the provisions of this Section 5 are determined to be wholly affiliated, related and/or direct 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 jurisdictionindirect subsidiary entity thereof.

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 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 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 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 (a) Executive agrees that he or she for a period of time beginning upon Executive’s termination of employment from the Company (the “Termination Date”) and continuing for a period of one (1) year, Executive shall not, during the Non-Compete Period, : (i) directly or indirectly (indirectly, either individually or as a principal, partner, agent, employee, employer, consultant, stockholder, member, partner, joint venturer, or investor, or as a director, manager or officer of any corporation or association, or in any other than on behalf of manner or at the request of the Company or its Subsidiaries): (a) capacity whatsoever, engage in, assist or have an any active 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 business, located anywhere 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 geographic area then served by the Company, the provisions of this Section 5(a) shall be deemed waived or by its subsidiaries or joint ventures or by KCS or its subsidiaries or joint ventures (“Affiliates”), that competes 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 engages 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 conducted by the Company or its Affiliates on the date hereof or at any time through the Termination Date. (ii) directly or indirectly, either individually, or as an employee during the immediately preceding twelve a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, (121) months divert or attempt to persuade any Person not to continue to be employed divert (by solicitation or retained by otherwise) from the Company or its Affiliates any business with any customer, prospective customer or to terminate his account of the Company or its Affiliates with which Executive had any contact or association, which was under Executive’s supervision, or the identity of which was learned by Executive as a result of his/her employment with the Company; (2) accept the business of any customer, prospective customer or services account of the Company or its Affiliates with whom Executive had any contact or association, which was under Executive’s supervision, or the identity of which was learned by Executive as a result of his/her employment with the Company, whether or not solicited by Executive; or (3) induce, solicit, or cause any employee of the Company or its Affiliates to leave the employ of the Company or its Affiliates; provided, . (iii) except 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 these Restrictive Covenants shall not be deemed to constitute solicitation for purposes apply in the event of this Section 5(ca Change in Control as defined in Paragraph 7(d). (db) 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 that any breach of the provisions of this Section 5 will restrictive covenants contained in Paragraph 16(a) (the “Restrictive Covenants”) would cause irreparable injury to the Company irreparable harmor KCS and that its remedy at law would be inadequate and, which cannot be adequately compensated by money damagesaccordingly, (y) if the Executive breaches or threatens consents 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 jurisdictionmay be granted, without posting bond, in any bond or other security and proceeding which may be brought to enforce the Restrictive Covenants, without the necessity of proof of actual damage. This right to an injunction shall not prohibit the Company or KCS from pursuing any other remedies available to it including, in addition but not limited to, and not in lieu ofthe recovery of damages. Executive further agrees that the Company or KCS may provide a copy of this Agreement to any prospective employer of Executive that the Company or KCS believes is a competitor. (c) If Executive violates the Restrictive Covenants, such other remedies as may be available Executive (i) shall forfeit all right to future benefits under this Agreement; (ii) shall refund to the Company for such or KCS (as the case may be) any severance and benefits paid by the Company or KCS; (iii) shall pay reasonable attorneys’ fees and all other costs incurred by the Company or KCS as a result of Executive’s breach; and (iv) acknowledges that the Company or KCS may pursue any other remedies available to it as a result of Executive’s breach including, including but not limited to, the recovery of money damages. 7. 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 The following new Paragraph 17 is enforceable added 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 Parties agree that the Company, its subsidiaries and their respective affiliates are engaged in a highly competitive industry and would suffer irreparable harm and incur substantial damage if Employee were to enter into competition with the Company and its subsidiaries and affiliates. Therefore, in order for the Company to protect its legitimate business interests, Employee covenants and agrees that he or she as follows: a. Employee shall not, at any time during his employment with the Non-Compete PeriodCompany and for a period of twelve (12) months thereafter, anywhere in the world or any jurisdiction in which the Company and its subsidiaries and affiliates conduct material business operations (the “Restricted Territory), either directly or indirectly indirectly: (other than on behalf of i) accept employment with or at the request of the Company or its Subsidiaries): (a) engage in, have an interest in, or otherwise be employed by render services to (whether as an agent, servant, owner, operator, partner, member, managerconsultant, employee, officerindependent contractor, representative, director, consultant, advisorofficer, or representative)stockholder) any person or entity that is a business competitor of the Company and its subsidiaries and affiliates or entity that competes with the Company and its subsidiaries and affiliates in the field of digital asset treasury (“DAT”) companies, provide consulting or management services toincluding any DAT-focused business and/or any new business line created by a DAT, or permit his or her name to be used in connection has at any time during Employee’s employment with the activities ofCompany engaged or attempted to engage in business competition with the Company and its subsidiaries and affiliates, any business or organization, engaged in a business position, capacity, or function that is competitive similar, in title or substance, whether in whole or in part, to any position, capacity, or function that Employee held with or in which Employee served the Company; or (ii) invest in any person or entity that is a business in which competitor of the Company and its subsidiaries and affiliates, or has at any of time during Employee’s employment with the Company engaged or attempted to engage in business competition with the Company and its Subsidiaries engages (a “Competitive Business”); providedsubsidiaries and affiliates, except that ownership of less than Employee may own up to one percent (1%) of the any outstanding stock class of securities of any publicly traded corporation company registered under Section 12 of the Securities Exchange Act of 1934, as amended; b. Employee shall not, at any time during his employment with the Company and for a period of twenty-four (24) months thereafter (the “Restricted Period”) in the Restricted Territory, for any reason, on his own behalf or on behalf of any other person or entity, by or through any means including but not be deemed limited to be a violation of this Section 5 solely by reason thereof; providedsocial media: (i) solicit, furtherinvite, induce, cause, or encourage to alter or terminate his, her, or its business relationship with the Company and its subsidiaries and affiliates, any client, customer, supplier, vendor, licensee, licensor, or other person or entity 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 Executiveat any time during Employee’s employment by with the Company, had a business relationship with the provisions Company and its subsidiaries and affiliates, or any person or entity whose business the Company and its subsidiaries and affiliates was soliciting or attempting to solicit at the time of this Section 5(aEmployee’s termination, (a) shall be deemed waived for whom Employee performed services or with respect whom Employee had contact during his employment with the Company, or whose business Employee was soliciting or attempting to solicit at the Executive; time of Employee’s termination, and (b) with whom Employee did not have a business relationship prior to his employment with the Company; (ii) solicit, entice, attempt to solicit any Person who is or, within the prior twelve (12) months, wasor entice, or whose Affiliate is oraccept business from any such client, within the prior twelve customer, supplier, vendor, licensee, licensor, person, or entity; or (12iii) months, was a customer of the Company or any of its Subsidiaries or persuade interfere or attempt to persuade interfere with any aspect of the business relationship between the Company and its subsidiaries and affiliates and 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 Subsidiariesclient, customer, supplier, vendor, licensee, licensor, person, or enter into entity; and c. Employee shall not, at any time during the Restricted Period in the Restricted Territory, either directly or seek indirectly, on his own behalf or on behalf of any other person or entity, by or through any means including but not limited to enter into any agreement social media: (to the extent such agreement is of a nature that is related to the business in which the Company or any of its Subsidiaries engagei) withsolicit, to the Executive’s knowledgeinvite, any such Person; or (c) contactinduce, approach or solicit for the purpose of offering employment to or hiring or retainingcause, or actually hire encourage any director, officer, employee, agent, representative, consultant, 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 contractor of the Company and its Subsidiariessubsidiaries and affiliates to alter or terminate his, her, or its employment, relationship, or affiliation with the Company and its subsidiaries and affiliates; (ii) interfere or attempt to interfere with any aspect of the relationship between the Company and its subsidiaries and affiliates and any such director, officer, employee, agent, representative, consultant, or contractor; or (iii) engage, hire, or employ, or cause to be engaged, hired, or employed, in any capacity whatsoever, any such director, officer, employee, agent, representative, consultant, or contractor. d. Employee covenants and agrees that Employee shall not make any statement, written or verbal, in any forum or media, or take any other action or engage in any conduct that disparages the Company and its subsidiaries and affiliates, their services, products, officers, directors, managers, employees, shareholders, members, investments or agents. The Executive further acknowledges Company and agrees its subsidiaries and affiliates covenant and agree that the Company and its subsidiaries and affiliates shall not make any statement, written or verbal, in any forum or media, or take any other action or engage in any conduct that disparages Employee. Nothing in this Section 4(d) shall prohibit any Person from (xA) testifying truthfully in any legal or administrative proceeding or otherwise truthfully responding to any other request for information or testimony to which such Person is legally required to respond; (B) making any truthful statement to the extent necessary to rebut any untrue public statements made by another Person; (C) making any statement or engaging in any conduct that would constitute a permitted disclosure; (D) making any truthful statement as part of or in any arbitration or court proceeding that involves such Person; or (E) making any truthful statement or expression of opinion in connection with requests from third parties for employment references or in connection with discussions involving matters of workplace concern, such as performance review, bonus determination, or investigation. Employee represents, warrants, agrees, and understands that: (i) the Executive’s breach covenants and agreements set forth in this Section 4 of the provisions of this Section 5 will cause the Company irreparable harmAgreement are reasonable in their geographic scope, which cannot be adequately compensated by money damagestemporal duration, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 and the Company type and scope of activities they restrict; (by vote of a majority of the members of the Boardii) seeks an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on agreement to employ Employee, and a portion of the merits compensation to be paid to Employee hereunder, are in consideration for such covenants and Employee’s continued compliance therewith, and constitute adequate and sufficient consideration for such covenants; (iii) Employee shall not raise any issue of, nor contest or dispute, the reasonableness of the geographic scope, temporal duration, or content of such covenants and agreements in any proceeding to enforce such covenants and agreements; (iv) the enforcement of any remedy under this Agreement will not prevent Employee from earning a livelihood, because Employee’s past work history and abilities are such that Employee can reasonably expect to find work in other areas and lines of business; (v) the covenants and agreements set forth in this Section 4 of the Agreement are essential for the Company’s and its subsidiaries and affiliates reasonable protection, are designed to protect the Company’s and its subsidiaries and affiliates legitimate business interests, and are necessary and implemented for legitimate business reasons; and (zvi) if the Executive breaches or threatens to breach the provisions of in entering into 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 has relied upon Employee’s representation that he will comply in full with the covenants and agreements set forth in this Section 4 of the members of Agreement. If Employee breaches Section 4(a), 4(b), or 4(c) above, then the Board) period during which that section remains in effect shall be entitled to temporary and permanent injunctive relief from a court extended by the length 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, time during which 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 jurisdictionbreach continues.

Restrictive Covenants. (a) The Executive hereby agrees that he or she the Executive shall not, at any time during the Non-Compete Restricted Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage in, have an any interest inin (including, without limitation, through the investment of capital or lending of money or property), or manage, operate or otherwise be employed by render any services to, any Person (whether on his own or in association with others, as an ownera principal, operatordirector, officer, employee, agent, representative, partner, member, manager, employee, officer, directorsecurity holder, consultant, advisor, independent contractor, owner, investor, participant or representativein any other capacity) that engages in (either directly or through any subsidiary or Affiliate thereof) the business of marketing or selling any products which directly compete with the products sold by the Company but only if the Executive directly or indirectly engages in, has any interest in (including, without limitation, through the investment of capital or lending of money or property), provide consulting or management manages, operates or otherwise renders any services toin connection with, such business (whether on his own or in association with others, as a principal, director, officer, employee, agent, representative, partner, member, security holder, consultant, advisor, independent contractor, owner, investor, participant or in any other capacity). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a Person; provided that such stock or other equity interest acquired is less than five percent (5%) of the outstanding interest in such Person. (b) The Executive hereby agrees that the Executive shall not, at any time during the Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee, customer or supplier of the Company to terminate its employment or arrangement with the Company, or permit his otherwise change its relationship with the Company, or her name (ii) hire, or cause to be used in connection hired, any person who both (A) was employed by the Company at any time during the 180-day period before the Date of Termination and (B) was employed by the Company at the time of recruitment, solicitation, inducement or hire, or (x) with respect to any former employee of the Company who following his termination of employment at the Company becomes employed on a full-time basis with another employer prior to any recruitment, solicitation or inducement by the Executive (and who at the time of commencement of such other employment had no intention of becoming employed by the Executive or any Person affiliated with the activities ofExecutive), at any business time during the 90-day period immediately prior to recruitment, solicitation, inducement or organizationhire thereof, engaged in a business or (y) with respect to any other former employee of the Company, at any time during the 180-day period immediately prior to recruitment, solicitation, inducement or hire thereof; provided, however, that is competitive with a business in which any advertising or solicitation not specifically directed at the Company or any of its Subsidiaries engages (a “Competitive Business”); providedemployees, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation clients or customers shall not be deemed to be constitute a violation breach of this Section 5 solely by reason thereof; provided6(b) nor shall the hiring of any person pursuant to such advertising or solicitation whose annual compensation is less than $60,000 per annum. (c) The provisions contained in Sections 6(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 Committee. (d) Except as the Executive reasonably and in good faith determines to be desirable in the faithful performance of the Executive’s duties hereunder or required in accordance with Section 6(f), furtherthe Executive shall, thatduring the Term and after the Date of Termination, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative maintain in confidence and shall not be deemed directly or indirectly, use, disseminate, disclose or publish, for the Executive’s benefit or the benefit of any other Person, 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 employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any other Person, 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 individual; providedProprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, furtherthe Proprietary Information identified herein is important, that, if material and affects the Board determines that successful conduct of the provisions businesses of this Section 5(athe Company (and any successor or assignee of the Company). (e) should not apply to the Executive following the Upon 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 for any of its Subsidiariesreason, or enter into or seek to enter into any agreement (the Executive will promptly deliver to the extent such agreement is of a nature Company (i) all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, and any other documents that is related to are Proprietary Information, including all physical and digital copies thereof (the business in which the “Materials”), and (ii) all other Company or any of its Subsidiaries engage) withproperty (including, to the Executive’s knowledgewithout limitation, any such Person; or (cpersonal computer or wireless device and related accessories, keys, credit cards and other similar items) contactwhich is in his possession, approach custody 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)control. (df) Notwithstanding anything The Executive may respond to a lawful and valid subpoena or other legal process but shall give the contrary Company prompt notice thereof, and shall use reasonable best efforts, as much 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 advance 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 return date as possible, to make available to the Company and its Subsidiaries. The counsel the documents and other information sought, and shall assist (at the Company’s expense) such counsel in resisting or otherwise responding to such process. (g) Except as required in connection with any legal dispute between the parties or as required by applicable law or legal process, during the Term and thereafter: (i) Novanta shall instruct its then-current Board members, executive officers and authorized Novanta representatives speaking on behalf of Novanta to not willfully make (or direct anyone else to make) any Disparaging remarks, comments or statements about the Executive further acknowledges to any other person or entity; and agrees (xii) the ExecutiveExecutive shall not willfully make (or direct anyone else to make) any Disparaging remarks, comments or statements about the Company (including, without limitation, its directors, officers, agents, representatives, partners, members, equity holders or Affiliates) to any other person or entity. For purposes hereof, “Disparaging” written or oral remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged. Notwithstanding the foregoing, the Executive may make truthful statements about any Company employee to any member of the Board or his legal representatives and each Board member may make truthful statements about the Executive to other Board members or the Company’s legal representatives. (h) Prior to accepting other employment or any other service relationship during the Restricted Period, the Executive shall provide a copy of this Section 6 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or other Person with which the Executive obtains future employment or any other service relationship prior to the commencement of such future employment or other service relationship. (i) In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction 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, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Any breach or violation by the Executive of the provisions of this Section 5 will cause 6 shall toll the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions running of any time periods set forth in this Section 5 and 6 for the Company (by vote duration 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 breachviolation. (j) As used in this Section 6, the Company (by vote of a majority of the members of the Board) term “Company” shall be entitled to temporary include Novanta and permanent injunctive relief from a court of competent jurisdiction, without posting any bond direct 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 jurisdictionindirect subsidiary entity thereof.

Restrictive Covenants. The 5.1 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 any 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. 5.2 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 5.2 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 5.2; (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. 5.3 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. 5.4 The Executive understands that in the event of a violation of any provision of Section 5, 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 5.4 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 5 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. 5.5 The Executive acknowledges that the provisions of Section 5 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 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 such Change 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 jurisdictionControl.

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 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. 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 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 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 (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. 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 (a) In the event that ▇▇▇▇▇▇’ employment with the Company is terminated for any reason, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’ 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 14.1 For the purpose of assuring to the Investors and the Company the value of the Business and any other business which may be conducted by a Restricted Company from time to time and the full benefit of the goodwill of the business of each Restricted Company and protecting Confidential Information and workforce stability, each of the Founders hereby severally undertakes and covenants with the Investors and the Company that (save for any interest in the shares or other securities of a company traded on a securities market so long as such interest does not extend to more than 5 per cent of the issued share capital of the company or the class of securities concerned or, save with the written consent of an Investor Majority, the Insight Director and the ▇▇▇▇ Capital Director) he or she shall not: (a) while he is a director or employee of, during the Non-Compete Periodor a consultant to, any Restricted Company carry on or be concerned, engaged or interested directly or indirectly (other than in any capacity whatsoever) hi any trade or business competing with the trade or business of any Restricted Company as carried on behalf of or at the request of the Company time or, in relation to any trade 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 thereofRestricted Company at any time during the previous two years; 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 any Person who is or, during the period of 18 months commencing on the Relevant Date: (i) within the prior twelve Restricted Area carry on or be concerned, engaged or interested directly or indirectly in any capacity whatsoever in any business or entity competing with the business carried on by any Restricted Company; or (12ii) months, was, either on his own behalf or whose Affiliate is in any other capacity whatsoever directly or indirectly do or say anything which may lead to any person (including any agent supplier or distributor) ceasing to do business with any Restricted Company on substantially the same terms as previously (or at all) or reducing the business which they do with any Restricted Company; or, (iii) either on his own behalf or on behalf of any business or entity competing with any Restricted Company within the prior twelve (12) monthsRestricted Area directly or indirectly endeavour to entice away from any Restricted Company or solicit business in respect of goods or services which any Restricted Company offers or plans to offer at the Termination Date from any person, firm or company who was a client or customer or Prospective Customer of any Restricted Company during the Period and with whom (in each case) who shall during the Period have had direct dealings on behalf of a Restricted Company or about which he has received Confidential Information; or (iv) either on his own behalf or on behalf of any business or entity competing with any Restricted Company within the Restricted Area directly or indirectly have business dealings in respect of its Subsidiaries goods or persuade services which any Restricted Company offers or attempt plans to persuade offer at the Termination Date to any such Person not to be person, firm or company who was a client or customer or Prospective Customer of any Restricted Company during the Period and with whom (in each case) he shall during die Period have had direct dealings on behalf of any Restricted Company or about which he has received Confidential Information; (v) either on his own behalf or in any of its Subsidiaries other capacity whatsoever directly or to reduce the amount of business that such customer does with the Company indirectly employ, engage or any of its Subsidiariesinduce, or enter into or seek to enter into induce, to leave the service of any agreement (to Restricted Company any Senior Employee with whom he shall have had dealings during the extent Period or about which he has Confidential Information whether or not such agreement is person would commit any breach of a nature that is related to his contract of employment by reason of so leaving the business in which the service of die Restricted Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such Personotherwise; or (c) contactat any time after the Termination Date represent himself as being in any way currently connected with or interested in the business of any Restricted Company (other than as a shareholder, approach director, employee or solicit for consultant if that be 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(ccase). (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 14.2 Each of the restrictions contained in each paragraph of this Section 5 clause 14.1 is separate and distinct and is to be construed separately from the other such restrictions. Each of the Founders hereby acknowledges that be considers such restrictions to be reasonable both individually and in the aggregate and that the duration extent and application of each of such restrictions are reasonable; (2) the burden on the Executive of complying with the restrictions of this Section 5 no greater than 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 goodwill of the provisions businesses of this Section 5 will cause the Company irreparable harmeach Restricted Company, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions of this Section 5 Confidential Information and the Company (by vote of a majority stability of the members workforce and that the consideration paid by the Investors for the New Shares applied for in this Agreement takes into account and adequately compensates him for any restriction or restraint imposed thereby. However, if any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, each 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 Founders hereby 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) restriction 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, apply with such other remedies 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.

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 (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 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 (i) Each Stockholder agrees that he or she shall that, except as provided in Section 4(d), for a period of three years from the date of this Agreement, such Stockholder will not, during the Non-Compete Periodand will cause its Affiliates not to, directly or indirectly (other than on behalf of or at indirectly, without the request consent of the Company or its Subsidiaries):Company: (a1) engage or assist any Person in engaging in, have an interest inindividually, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, employee, agent, consultant, advisorshareholder, owner, partner, manager, member, consultant, principal, or representative)in any other capacity, provide consulting or management render any services to, or permit his or her name to be used in connection with the activities of, any business or organization, engaged operating in a business that is competitive with a business in which any country where the Company or any of its Subsidiaries engages (or any of its Joint Ventures currently does business that competes with any business in which the Company is engaged to in a “Competitive Business”)material way in that country; provided, however, that ownership the ownership, beneficial or otherwise, by any Stockholder of less not more than one percent (1%) of the outstanding stock % of any publicly traded corporation class of equity securities of any enterprise that engages in a competing business, if such equity securities are listed on a recognized securities exchange, shall not be deemed to be a violation breach of this Section 5 solely by reason thereof4(c)(i); providedprovided further that notwithstanding anything in this Agreement to the contrary, further, that, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative this Section 4(c)(i) shall not be deemed restrict the ability of any Stockholder or its Affiliates to be a violation director, officer or employee of, or have any other relationship with, or to own equity securities, of Lennar (as defined below); or (2) in any manner solicit, induce or attempt to induce, or assist others to solicit, induce or attempt to induce, any customer, supplier, contractor or client associated with the Company or any of its Subsidiaries or any of its Joint Ventures at such time, or, in the case of a customer who purchased goods or services from the Company in the prior year, to terminate or materially and adversely alter its, his or her association with the Company or any of its Subsidiaries or any of its Joint Ventures or in any other manner interfere with any agreement or contract between the Company or any of its Subsidiaries or any of its Joint Ventures and any such Person; or (ii) Each Stockholder agrees that, except as provided in Section 4(d), for a period of eighteen months from the date of this Section 5 solely by reason thereof so long as providing Agreement, such services is Stockholder will not, and will cause its Affiliates not to, directly or indirectly, without the primary duties or business activities consent 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, wassolicit, or whose Affiliate is orattempt to solicit, within the prior twelve (12) monthsinterfere with, was a customer or endeavor to cause any employee of the Company or any of its Subsidiaries or persuade any of its Joint Ventures to leave his or her employment or induce or attempt to persuade induce any such Person not to be a customer employee 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 Joint Ventures 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 breach his or her employment or services consulting agreement with the Company Company, provided that nothing will prevent any Stockholder, or its Affiliates; providedany entity of which a Stockholder is an equity owner, that notwithstanding a director or an employee, or with which the foregoingStockholder has any other type of relationship, general solicitations of employment published in a journalfrom advertising to fill job vacancies, newspaper or other publication of general circulation and provided the advertisements are 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 primarily at employees 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 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 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. (a) The Executive hereby agrees that he or she the Executive shall not, at any time during the Non-Compete Restricted Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (a) engage in, have an any interest inin (including, without limitation, through the investment of capital or lending of money or property), or manage, operate or otherwise be employed by render any services to, any Person (whether on his own or in association with others, as an ownera principal, operatordirector, officer, employee, agent, representative, partner, member, manager, employee, officer, directorsecurity holder, consultant, advisor, independent contractor, owner, investor, participant or representativein any other capacity) that engages in (either directly or through any subsidiary or Affiliate thereof) the business of marketing or selling any products which directly compete with the products sold by the Company but only if the Executive directly or indirectly engages in, has any interest in (including, without limitation, through the investment of capital or lending of money or property), provide consulting or management manages, operates or otherwise renders any services toin connection with, such business (whether on his own or in association with others, as a principal, director, officer, employee, agent, representative, partner, member, security holder, consultant, advisor, independent contractor, owner, investor, participant or in any other capacity). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a Person; provided that such stock or other equity interest acquired is less than five percent (5%) of the outstanding interest in such Person. (b) The Executive hereby agrees that the Executive shall not, at any time during the Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee, customer or supplier of the Company to terminate its employment or arrangement with the Company, or permit his otherwise change its relationship with the Company, or her name (ii) hire, or cause to be used in connection hired, any person who both (A) was employed by the Company at any time during the 180-day period before the Date of Termination and (B) was employed by the Company at the time of recruitment, solicitation, inducement or hire, or (x) with respect to any former employee of the Company who following his termination of employment at the Company becomes employed on a full-time basis with another employer prior to any recruitment, solicitation or inducement by the Executive (and who at the time of commencement of such other employment had no intention of becoming employed by the Executive or any Person affiliated with the activities ofExecutive), at any business time during the 90-day period immediately prior to recruitment, solicitation, inducement or organizationhire thereof, engaged in a business or (y) with respect to any other former employee of the Company, at any time during the 180-day period immediately prior to recruitment, solicitation, inducement or hire thereof; provided, however, that is competitive with a business in which any advertising or solicitation not specifically directed at the Company or any of its Subsidiaries engages (a “Competitive Business”); providedemployees, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation clients or customers shall not be deemed to be constitute a violation breach of this Section 5 solely by reason thereof; provided6(b) nor shall the hiring of any person pursuant to such advertising or solicitation whose annual compensation is less than $60,000 per annum. (c) The provisions contained in Sections 6(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 Committee. (d) Except as the Executive reasonably and in good faith determines to be desirable in the faithful performance of the Executive’s duties hereunder or required in accordance with Section 6(f), furtherthe Executive shall, thatduring the Term and after the Date of Termination, providing investment banking or legal services to a Competitive Business as an independent consultant, independent advisor or independent representative maintain in confidence and shall not be deemed directly or indirectly, use, disseminate, disclose or publish, for the Executive’s benefit or the benefit of any other Person, 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 employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any other Person, 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 individual; providedProprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, furtherthe Proprietary Information identified herein is important, that, if material and affects the Board determines that successful conduct of the provisions businesses of this Section 5(athe Company (and any successor or assignee of the Company). (e) should not apply to the Executive following the Upon 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 for any of its Subsidiariesreason, or enter into or seek to enter into any agreement (the Executive will promptly deliver to the extent such agreement is of a nature Company (i) all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, and any other documents that is related to are Proprietary Information, including all physical and digital copies thereof (the business in which the “Materials”), and (ii) all other Company or any of its Subsidiaries engage) withproperty (including, to the Executive’s knowledgewithout limitation, any such Person; or (cpersonal computer or wireless device and related accessories, keys, credit cards and other similar items) contactwhich is in his possession, approach custody 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)control. (df) Notwithstanding anything The Executive may respond to a lawful and valid subpoena or other legal process but shall give the contrary Company prompt notice thereof, and shall use reasonable best efforts, as much 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 advance 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 return date as possible, to make available to the Company and its Subsidiaries. The Executive further acknowledges counsel the documents and agrees other information sought, and shall assist (xat the Company’s expense) such counsel in resisting or otherwise responding to such process. (g) Except as required in connection with any legal dispute between the parties or as required by applicable law or legal process, during the Term and thereafter: (i) the ExecutiveCompany shall instruct its then-current Board members, executive officers and authorized Company representatives speaking on behalf of the Company to not willfully make (or direct anyone else to make) any Disparaging remarks, comments or statements about the Executive to any other person or entity; and (ii) the Executive shall not willfully make (or direct anyone else to make) any Disparaging remarks, comments or statements about the Company (including, without limitation, its directors, officers, agents, representatives, partners, members, equity holders or Affiliates) to any other person or entity. For purposes hereof, “Disparaging” written or oral remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged. Notwithstanding the foregoing, the Executive may make truthful statements about any Company employee to any member of the Board or his legal representatives and each Board member may make truthful statements about the Executive to other Board members or the Company’s legal representatives. (h) Prior to accepting other employment or any other service relationship during the Restricted Period, the Executive shall provide a copy of this Section 6 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or other Person with which the Executive obtains future employment or any other service relationship prior to the commencement of such future employment or other service relationship. (i) In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction 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, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Any breach or violation by the Executive of the provisions of this Section 5 will cause 6 shall toll the Company irreparable harm, which cannot be adequately compensated by money damages, (y) if the Executive breaches or threatens to breach the provisions running of any time periods set forth in this Section 5 and 6 for the Company (by vote duration 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 breachviolation. (j) As used in this Section 6, the Company (by vote of a majority of the members of the Board) term “Company” 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 include the Company for such breach, including the recovery of money damages. If and any of the provisions of this Section 5 are determined to be wholly direct 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 jurisdictionindirect subsidiary entity thereof.

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 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 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 agrees that he or she For a period of five (5) years following the Closing Date, Seller shall not, during the Non-Compete Periodnor shall he permit any Person (alone or together with others) controlling, controlled by, Affiliated with or related to Seller to, directly or indirectly (including through ownership, management, operation, or control of any other than on behalf Person, or participation in the ownership, management, operation or control of any other Person, or at the request of the Company by being connected with or its Subsidiarieshaving any interest in, as a stockholder, agent, consultant or partner, any other Person): (a) engage in, have an interest inmake statements or representations, or otherwise be employed communicate, directly or indirectly, in writing, orally, or otherwise, to any vendors, payors, referring physicians or any other third parties, or take any action which may, directly or indirectly, disparage any Group Company, their respective Affiliates or any of such Person’s officers, directors, employees, advisors, businesses, or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude Seller from making truthful statements or disclosures that are required by applicable law, regulation or legal process; (b) engage in the ownership, operation, control, or management of radiation oncology facilities, or otherwise engage in the provision of radiation oncology services (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, a separate business or representative), provide consulting or management services to, or permit his or her name to be used in connection conjunction with the activities of, any business or organization, engaged practice) (a “Competing Business”) anywhere in a business Latin America or the Caribbean or any other jurisdiction in the world that is competitive with a business in which the Company or any of its Subsidiaries engages Affiliates is operating or planning to operate (a the “Competitive BusinessService Area”). (c) have any interest, whether as owner, stockholder, member, partner, director, officer, consultant or otherwise, in any Competing Business in the Service Area; provided, however, that ownership the foregoing restriction shall not prevent Seller from (x) owning stock in any Competing Business listed on a national securities exchange or traded in the over-the-counter market provided that Seller does not own more than an aggregate 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 Personentity; or (cd) contact, approach directly or indirectly employ or retain or attempt to employ or retain or knowingly arrange or solicit for the purpose of offering employment to have any other Person employ or hiring retain, any employee, consultant or retaining, or actually hire or retain any Person who is or was heretofore has been employed or retained by Group Company in connection with any aspect of the Company or its Affiliates as an employee Business during the immediately preceding twelve eighteen (1218) 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 month period prior 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 Closing Date 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 jurisdictionanytime thereafter.

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 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 ▇▇▇▇, 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 ▇▇▇▇, 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. 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 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 During the Executive’s employment with the activities ofCompany and, if the Executive receives severance benefits under Sections 6 or 7 of this Agreement, for a period of two (2) years thereafter: (i) the Executive shall not directly for himself or any third party, become engaged in 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 within Cambria county or any of the counties contiguous with Cambria county as well as Centre, Allegheny and ▇▇▇▇▇▇▇ counties; provided, however, that ownership of less than one percent (1%) this provision shall not restrict the Executive from owning or investing in a publicly traded institution, so long as his aggregate holdings in any such institution do not exceed 5% of the outstanding capital stock of any publicly traded corporation such institution; and (ii) the Executive 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 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 (iii) the Executive shall not, directly for himself 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. (b) withThe 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 plan or other material data. The provisions of this Section 9(b) shall not apply to (i) information that is public knowledge other than as a result of disclosure by the Executive in breach of this Section 9(b); (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. (c) 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 the business or employment practices of the Company. The Company agrees that it will not, in any fashion, form or manner, either directly or indirectly, disparage or criticize the Executive or otherwise speak of the Executive in any negative or unflattering way to anyone with regard to any matters relating to the Executive’s employment with the Company. This Section shall not operate as an employee during the immediately preceding twelve a bar to (12i) months or attempt to persuade any Person not to continue statements reasonably necessary to be employed made in any judicial, administrative or retained by 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 its Affiliates or matters related 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 administration of this Section 5(c)Agreement. (d) Notwithstanding anything The Executive understands that in the event of a material violation of any provision of Section 9 as determined in good faith by the Board, the Company shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The Executive understands that the Company may suspend future payments of the severance payments and benefits provided under this Agreement; provided, however, that the Company shall provide the Executive with written notice of such suspension at least fifteen (15) days prior to the contrary date of such suspension. The remedies provided in this Section 5, with respect 9(d) shall be in addition to the country of Mexico, this Section 5 will only apply (and therefore will be limited) to activities that are competitive with the businesses any legal or equitable remedies existing at law or provided for 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 other agreement between 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 or any of its affiliates, and shall not be construed as a majority of the members of the Board) seeks limitation upon, or as an injunction against the Executivealternative or in lieu of, 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 any such remedies. If any 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) 9 shall be entitled to temporary and permanent injunctive relief from 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. (e) The Executive acknowledges that the provisions of Section 9 shall extend to any bond offices or other security and without the necessity facilities of proof any business that becomes an affiliate of actual damage, in addition to, and not in lieu of, such other remedies as may be available or 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 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 such Change 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 jurisdictionControl.

Restrictive Covenants. The Executive In consideration of the foregoing, the Employee agrees that he or she shall not, : (a) during the NonEmployment Period and for a period of six months following the termination of the Employment Period for any reason, directly or indirectly, alone or as a partner, joint venture, officer, director, member, employee, consultant, agent, independent contractor or shareholder of, or lender to, any company or business, engage in any business in the aerospace industry directly or indirectly in competition with the business of AVS or its affiliates (AVS or its affiliates collectively (the "Companies")) as such business now exists or as it may exist at the time of termination; provided, however, that, the beneficial ownership of less than five percent (5%) of the shares of stock of any other 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; and, provided further, that Employee shall be entitled to receive each month for six months following the termination of the Employment Period Employee's monthly portion of the Salary, unless Employee was terminated for "cause," in which case this restrictive covenant shall apply notwithstanding the payment of severance; (b) for a period of six months following the termination of the Employment Period, directly or indirectly (other than on behalf of or at the request of the Company or its Subsidiaries): (ai) 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 induce 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 the Companies, to patronize any business in the aerospace industry directly or persuade indirectly in competition with business conducted by any of the Companies; (ii) canvass, solicit or attempt to persuade accept from any such Person not to be which is 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 knowledgeCompanies, any such Personcompetitive business; oror (iii) request or advise any Person which is a customer or supplier of any of the Companies, to withdraw, curtail or cancel any such customer's or supplier's business with any of the Companies, or its or their successors; (c) contactfor a period of one year following the Employment 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 by any of the Companies, at or retained by within the Company prior three months, or its Affiliates as an employee during the immediately preceding twelve (12) months or attempt 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 at any time following the contrary date hereof, directly or indirectly, in this Section 5, any way outside of his employment 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 harmCompanies utilize, which cannot be adequately compensated by money damagesdisclose, (y) if the Executive breaches copy, reproduce 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 retain 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 his possession any of the provisions of this Section 5 are determined to be wholly Companies' proprietary rights or partially unenforceablerecords, 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 including, but not limited to, 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 jurisdictionits customer lists.

Restrictive Covenants. The Executive In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that he or she during the Term and for a period of one (1) year following the termination of this Agreement in accordance with section 7 hereof, Employee shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of indirectly, 6.1. alone 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, 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, engage in any business which competes, directly or her name indirectly, with any business of the Company; provided, however, that the beneficial ownership of less than one percent (1%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to be used violate the prohibitions of this section; 6.2. for any reason, (i) induce any customer of the Company or any of its affiliates to patronize any business directly or 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 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 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 affiliates any such Person not to be a competitive business; or (iii) request or advise any customer or vendor of the Company or any of its Subsidiaries affiliates to withdraw, curtail or to reduce the amount of cancel any such customer’s or vendor’s 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; or (c) contact6.3. for any reason, approach or solicit for the purpose of offering employment to or hiring or retainingemploy, or actually hire knowingly permit any company or retain business entity directly or indirectly controlled by him to employ, any Person person who is or was employed or retained by the Company or its Affiliates as an employee during affiliates at or within the immediately preceding twelve (12) months prior six months, or attempt 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. The provisions of this Section 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. 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 Term or if Employee 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 terminated without Cause, the provisions of this Section 5 will cause 6 shall apply to Employee only if the Company irreparable harm, provides Employee with all of the severance benefits which cannot it would be adequately compensated by money damages, (y) obligated to provide him 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 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 Section 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 Executive11, 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 (a) Participant covenants and agrees that he or she shall not, at all times while employed by any member of the BGCP Group, whether prior to, on or after the Determination Date, but in any event through the Determination Date and for a period of seven (7) years following the later of the Determination Date or the termination of Participant’s employment with the BGCP Group for any reason, which 7-year period, for the avoidance of doubt, may commence during or after the Non-Compete Exchange Restriction Period, (all such periods, collectively, the “Restricted Period”), directly or indirectly indirectly, alone or by action in concert with others (other than on behalf of including with or at the request of the Company or its Subsidiariesthrough any Representative): (ai) solicit, induce, or influence, or attempt to solicit, induce or influence, any partner, employee or consultant of BGCP or any of its Affiliates, or any member of the Cantor Group (as defined herein) to terminate their employment or other business arrangements with BGCP or any of its Affiliates or any member of the Cantor Group, or to engage in any Competing Business or hire, employ, engage (including as a consultant or partner) or otherwise enter into a Competing Business with any such Person; (ii) solicit any of the customers of BGCP or any of its Affiliates, or any member of the Cantor Group (or any of their employees), induce such customers or their employees to reduce their volume of business with, terminate their relationship with or otherwise adversely affect their relationship with, BGCP or any of its Affiliates or any member of the Cantor Group; (iii) do business (if such business would constitute a Competing Business) with any person who was a customer of BGCP or any of its Affiliates or any member of the Cantor Group during the twelve (12) month period prior to the applicable date during the Restricted Period on which a determination of whether any such activity constitutes a Competing Business is being made for purposes of this Agreement; (iv) directly or indirectly engage in, have an interest inrepresent in any way, or otherwise be employed by (connected with, any Competing Business, competing with the business of BGCP or any of its Affiliates or any member of the Cantor Group, whether such engagement shall be as an owner, operator, partner, member, manager, employee, officer, director, owner, employee, partner, consultant, advisorAffiliate, investor, creditor or other participant in any Competing Business; (v) assist others in engaging in any Competing Business in the manner described in the foregoing clause (iv); (vi) take any action that results directly or indirectly in revenues or other benefit for Participant or any third party that is or could be considered to be engaged in any activity of the nature set forth in clauses (ii) through (v) above; (vii) make or participate in the making of (including through any of Participant’s Representatives) any comments to the media (print, broadcast, electronic or otherwise) that are disparaging regarding (A) BGCP, any member of the Cantor Group or any of their Affiliates, or representative)(B) the senior executive officers of BGCP, provide consulting any member of the Cantor Group or management services toany of their Affiliates, or permit his are otherwise contrary to the interests of BGCP, any member of the Cantor Group or her name any of their Affiliates, as determined by the General Partner in its sole and absolute discretion; (viii) breach Participant’s duty of loyalty to be used in connection the Partnership (as defined below); (ix) take advantage of, or provide another person with the activities opportunity to take advantage of, a “corporate opportunity” (as such term would apply to the Partnership if it were a corporation) including opportunities related to intellectual property, which for this purpose shall require granting BGC Partners, LLC (the “General Partner”) a right of first refusal for the General Partner to acquire any business assets, stock or organization, engaged other ownership interest in a business being sold by Participant or any Affiliate of Participant, if an investment in such business would constitute a “corporate opportunity” (as such term would apply to the Partnership if it were a corporation), that is competitive with a business has not been presented to and rejected by the General Partner or that the General Partner rejects but reserves for possible further action by the General Partner in which writing, unless otherwise consented to by the Company General Partner in writing in its sole and absolute discretion; or (x) otherwise take any action to harm, that ▇▇▇▇▇, or that reasonably could be expected to harm BGCP or any of its Subsidiaries engages Affiliates, or any member of the Cantor Group, including, without limitation, any breach of the provisions of Section 4(c) below. (a “Competitive Business”b) Notwithstanding the foregoing, nothing in this Section 4 shall prohibit Participant from acquiring or owning, in accordance with BGCP’s policies and procedures regarding personal securities transactions (for so long as Participant is an employee of BGCP or one of its Affiliates); provided, that ownership of less than one percent (1%) of the outstanding stock securities of any publicly class of any corporation that are listed on a national securities exchange or traded corporation shall not be deemed to be a violation in the over-the-counter market. The determination of this whether Participant breaches the Covenants set forth in Section 5 solely by reason thereof; provided, further, that, providing investment banking 4(a) 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(a4(c) 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 made 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 good faith 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 Chairman 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)BGCP. (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. During the three (3) years following the end of the Employee's employment by the Company (the "Covenant Period"): (i) The Executive Employee agrees that he will not, directly or she shall notindirectly, during the Non-Compete Covenant Period, directly for his own benefit or indirectly (other than on behalf of or at for 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 benefit of any publicly traded corporation shall not be deemed to be a violation other Person, knowingly solicit the professional services 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 any Person employed by the Company, the provisions of this Section 5(a) shall be deemed waived with respect to the Executive; (b) solicit any Subsidiary or any Affiliate thereof or any Person who is or, had been employed within the three (3) months prior twelve (12) months, wasthereto, or whose otherwise interfere with the relationship between the Company, any Subsidiary or any Affiliate is orthereof and any of such Persons. (ii) The Employee agrees that he will not, within the prior twelve (12) monthsdirectly or indirectly, solicit or encourage any Person who was a customer of the Company, any Subsidiary or any Affiliate thereof during the three (3) years prior to the date of such termination to cease doing business with the Company or to do business with any other Person that is engaged in the same or similar business to that of its Subsidiaries the Company. (iii) If this Agreement shall be terminated other than pursuant to Section 7(a), then Employee, for a period of one (1) year from the date of termination, shall not, directly or persuade indirectly, solicit or attempt to persuade encourage any such Person not to be who was a customer of the Company Company, any Subsidiary or any Affiliate thereof during the three (3) years prior to the date of its Subsidiaries or such termination to reduce the amount of cease doing business that such customer does with the Company or to do business with any other Person that is engaged in the same or similar business to that of the Company. (b) The Employee recognizes and acknowledges that, in connection with his employment with the Company, he will have access to valuable trade secrets and confidential information of the Company and its Subsidiaries and Affiliates including, but not limited to, customer and supplier lists, business methods and processes, marketing, promotional, pricing and financial information and data relating to employees and agents (collectively, "Confidential Information") and that such Confidential Information is being made available to the Employee only in connection with the furtherance of his employment with the Company. The Employee agrees that during the Employment Term and thereafter, he will not use or disclose any of its Subsidiariessuch Confidential Information to any Person, or enter into or seek to enter into any agreement except that disclosure of Confidential Information by the Employee will be permitted: (i) to the extent Company, its Subsidiaries and Affiliates and their respective advisors; (ii) if such agreement is of a nature that is related Confidential Information has previously become available to the business in which public through no fault of the Company Employee; (iii) if required by any court or any of its Subsidiaries engagegovernmental agency or body or is otherwise required by law; or (iv) with, if expressly consented to by the Executive’s knowledge, any such Person; orCompany. (c) contact, approach The parties agree that a violation of any provision of any of the foregoing agreements not to compete or solicit for the purpose of offering employment to or hiring or retainingdisclose, or actually hire or retain any Person who is or was employed or retained by provision thereof, will cause irreparable damage to the Company, and the Company or its Affiliates as an employee during the immediately preceding twelve shall be entitled (12) months or attempt to persuade without 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 requirement of employment published in posting a journal, newspaper bond or other publication of general circulation security), in addition to any other rights and not specifically directed towards remedies which it may have, at law or in equity, to an injunction enjoining and restraining the Employee from doing or continuing to do any such employees, consultants act or independent contractors shall not be deemed to constitute solicitation for purposes any other violations or threatened violations of this Section 5(c)6. (d) Notwithstanding anything Any interest in patents, patent applications, inventions, copyrights, developments, and processes ("Such Inventions") which Employee now or hereafter during any period he is employed by the Company may, directly or indirectly, own or develop relating to the contrary fields in which the Company may then be engaged shall belong to the Company; and, forthwith upon request of the Company, Employee hereby agrees that he shall execute all such assignments and other documents and take all such other action as the Company may reasonably request in order to vest in the Company all of his right, title, and interest in and to Such Inventions, free and clear of all liens, charges, and encumbrances. (e) The Employee acknowledges and agrees that the restrictive covenants set forth in this Section 5, with respect to 6 (the country of Mexico, this Section 5 will only apply ("Restrictive Covenants") are reasonable and therefore will be limited) to activities valid in geographical and temporal scope and in all other respects. If any court determines that are competitive with the businesses in which any of the Mexican Subsidiaries Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Company engages. The Executive acknowledges Restrictive Covenants shall not thereby be affected 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 given full force and permanent injunctive relief from a court of competent jurisdictioneffect, 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 regard to the Company for such breach, including the recovery of money damages. invalid or unenforceable parts. (f) If any court determines that any of the provisions of this Section 5 are determined to be wholly or partially unenforceableRestrictive Covenants, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it part thereof, is enforceable to the maximum extent permitted by law. If invalid or unenforceable for any of the provisions of this Section 5 are determined to be wholly or partially unenforceable in any jurisdictionreason, such determination court shall not have the power to modify such Restrictive Covenant, or any part thereof, and, in its modified form, such Restrictive Covenant shall then be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionvalid and enforceable.

Restrictive Covenants. The Executive In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that he or she during the Term and for a period of one (1) year following the termination of this Agreement in accordance with Section 7 hereof, Employee shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of indirectly, 6.1. alone 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, 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, engage in any business which competes, directly or her name indirectly, with any business of the Company; provided, however, that the beneficial ownership of less than one percent (1 of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to be used violate the prohibitions of this section; 6.2. for any reason, (i) induce any customer of the Company or any of its affiliates to patronize any business directly or 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 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 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 affiliates any such Person not to be a competitive business; or (iii) request or advise any customer or vendor of the Company or any of its Subsidiaries affiliates to withdraw, curtail or to reduce the amount of cancel any such customer’s or vendor’s 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; or (c) contact6.3. for any reason, approach or solicit for the purpose of offering employment to or hiring or retainingemploy, or actually hire knowingly permit any company or retain business entity directly or indirectly controlled by him to employ, any Person person who is or was employed or retained by the Company or its Affiliates as an employee during affiliates at or within the immediately preceding twelve (12) months prior six months, or attempt 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. The provisions of this Section 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. 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 Term or if Employee 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 terminated without Cause, the provisions of this Section 5 will cause 6 shall apply to Employee only if the Company irreparable harm, provides Employee with all of the severance benefits which cannot it would be adequately compensated by money damages, (y) obligated to provide him 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 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 Executive agrees 20.1 Each of the Founders and the Group Companies hereof acknowledge that the Preference Shareholders agree to invest in the Company and become a Preference Shareholders on the basis of continued and exclusive services of and full devotion and commitment by the Founders to the Group Companies, and agree that the Preference Shareholders should have reasonable assurance of such basis of investment. Each of the Group Companies and the Founders (with the exclusion of Jiang Yuan who is not a full-time employee of the Company) hereof jointly and severally undertakes to the Preference Shareholders that neither he nor any of his Associates, his nominees, trustees or she shall not, during the Non-Compete Period, like will 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, or otherwise be employed by during the Relevant Period and for a period of two (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, or representative2) years after the Relevant Period (collectively “Restriction Period”), provide consulting participate, assist, advise, consult, 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, alone or in a concert with others, which is in 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 officer of any Group Company; (d) at any time disclose to any person, or retained by use for any purpose (except for the ordinary business of the Group Companies), any information concerning the business, accounts, finance, transactions or Intellectual Property rights of any Group Company or its Affiliates any trade secrets or confidential information of or relating to any of the Group Companies. (e) at any time to sell, transfer, pledge, mortgage, charge or otherwise Encumber or Dispose of any of their Shares or interest in the Company, nor shall they grant an option over their Shares or enter into any agreement in respect of the votes attached to the Shares before the completion of a Qualified IPO, unless prior written agreement has been obtained from the Majority A Shareholders, the Majority A-1 Shareholders and the Majority B Shareholders. 20.2 Each undertaking in paragraphs (a), (b), (c), (d) and (e) of Section 20.1 shall be treated as an employee during independent of the immediately preceding twelve (12) months or attempt to persuade other undertakings so that, if any Person not to continue of them is held to be employed invalid or retained by unenforceable for any reason, the Company or its Affiliates or remaining undertakings shall be valid to terminate his or her employment or services with the Company or its Affiliates; providedextent that they are not affected. 20.3 Each of the Founders and the Group Companies hereby expressly acknowledges and declares that he has duly considered the undertakings set out in Section 20.1 and considers that they are reasonable in the circumstances, and warrants and undertakes to the Preference Shareholders 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 he shall not be deemed to constitute solicitation for challenge or query the validity and enforceability of these undertakings. 20.4 For the purposes of this Section 5(c). 20, “Relevant Period” means, in relation to a Founder and/or his Associates, nominees, trustees or the like, the period during which he or his Associates, nominees, trustees or the like is a shareholder, director, employee and/or has any direct or indirect interest (dlegal or beneficial) Notwithstanding anything to in the contrary in this Section 5, with respect to the country capital 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. 20.5 No transfer, sale, pledge, mortgage, charge, Disposal of or Encumbrance of any Share or interest in the Company engages. The Executive acknowledges and agrees that: (1) the time and geographical scope of the restrictions of or Group Companies by any Ordinary Shareholder or any Domestic Shareholder shall take place except in accordance with 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 Agreement 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 jurisdictionShare Restriction Agreement.

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 reaffirms and agrees that he or he/she shall notremains bound by the provisions of Sections 11, during 12 and 13 of the Employment Agreement. As a result, and given Executive’s lengthy employment with, and access to RYFL’s and Royal Bank’s Confidential Information and/or customers and clients, and the payment of the Amount, Executive agrees for a period of one (1) year following the Effective Time (the “Non-Compete Period”), the Executive will not directly or indirectly indirectly, for the Executive’s own account, or as an agent, employee, director, owner, partner, or consultant of any corporation, firm, partnership, joint venture, syndicate, sole proprietorship or other entity which has a place of business (other than on behalf of whether as a principal, division, subsidiary, affiliate, related entity, or at otherwise) within the request of the Company or its Subsidiaries):Market Area: (a) engage inWithout the advance written consent of Peoples Bank, have an interest inengage, directly or otherwise be employed by (whether as an ownerindirectly, operator, partner, member, manager, employee, officer, director, consultant, advisor, in any business that provides banking products or representative), provide consulting services or management services to, or permit his or her name to be used that competes in connection any way with the activities ofRYFL, any business Royal Bank or organization, engaged in a business that is competitive with a business in which the Company Peoples Bank 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 subsidiaries 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 Executiveaffiliates; (b) solicit any Person who is or, within the prior twelve (12) months, wasSolicit or induce, or whose Affiliate is or, within the prior twelve (12) months, was a attempt to solicit or induce any client or customer of the Company RYFL, Royal Bank or Peoples Bank or any of its Subsidiaries or persuade their subsidiaries or attempt affiliates, with whom Executive had contact or about whom Executive had access to persuade any such Person Confidential Information, not to be a customer of the Company do business with RYFL, Royal Bank or Peoples Bank or any of its Subsidiaries or their subsidiaries or affiliates; and (c) Solicit or induce, or attempt to reduce the amount solicit or induce any employee or agent of business that such customer does with the Company RYFL, Royal Bank or Peoples Bank or any of its Subsidiariesor their subsidiaries or affiliates, with whom Executive had contact or enter into or seek about whom Executive had access 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) withConfidential Information, 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 relationship with RYFL, Royal Bank or services with the Company Peoples Bank or any of 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 their subsidiaries or independent contractors shall not be deemed to constitute solicitation for affiliates. For purposes of this Section 5(c). Section, the term “Market Area” shall be an area encompassed within a twenty (d20) Notwithstanding anything mile radius surrounding any location of RYFL or Royal Bank, or any of their subsidiaries, that was in existence immediately prior 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 jurisdictionEffective Time.

Restrictive Covenants. The Executive In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that he or she during the Term and for a period of one (1) year following the termination of this Agreement in accordance with Section 7 hereof, Employee shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of indirectly, 6.1. alone 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, 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 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; 6.2. for any reason, (bi) solicit induce 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 to patronize any business directly or persuade indirectly in competition with the businesses conducted by the Company or attempt to persuade any such Person not to be a of its subsidiaries or affiliates in any market in which the Company or any of its affiliates does business; (ii) canvass, solicit or accept from any customer of the Company or any of its Subsidiaries affiliates any such competitive business; or (iii) request or advise any customer or vendor of the Company or any of its 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 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; or (c) contact6.3. for any reason, approach or solicit for the purpose of offering employment to or hiring or retainingemploy, or actually hire knowingly permit any company or retain business entity directly or indirectly controlled by him to employ, any Person person who is or was employed or retained by the Company or its Affiliates as an employee during affiliates at or within the immediately preceding twelve (12) months prior six months, or attempt 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. The provisions of this Section 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. 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 Term or if Employee 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 terminated without Cause, the provisions of this Section 5 will cause 6 shall apply to Employee only if the Company irreparable harm, provides Employee with all of the severance benefits which cannot it would be adequately compensated by money damages, (y) obligated to provide him 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 a. By his designation as Company's designated employee and Company's consulting engagement with ▇▇▇▇▇▇, Employee will acquire additional and intimate knowledge about the customers, financial data, price and business negotiations and business techniques of ▇▇▇▇▇▇, as they may now exist or as they may be developed in the future. Employee acknowledges and agrees that he or she Company, in its designation of Employee as its designated employee, will allow Employee to perform services for firms, corporations and other associations and business enterprises which Employee may solicit as clients and customers of ▇▇▇▇▇▇ ("customers"), and in so doing, has and will utilize ▇▇▇▇▇▇'▇ ideas, techniques and expertise in establishing an even greater rapport with such customers. In order to avoid the inadvertent disclosure of ▇▇▇▇▇▇'▇ confidential matters, and as consideration for Company's engagement by ▇▇▇▇▇▇ and Company's designation of Employee as its designated employee hereunder, Employee hereby covenants and agrees that during Employee's employment hereunder, during Company's engagement by ▇▇▇▇▇▇, and for two (2) years from and after the effective date of the termination of Company's engagement with ▇▇▇▇▇▇, Employee and his agents shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of indirectly, either by themselves or at the request of the Company or its Subsidiaries): (a) engage in, have an interest inthrough others, or otherwise be employed by (whether as an owner, operator, a partner, memberemployee, manager, employeeagent, officer, director, consultantmember, advisorstockholder or otherwise (1) solicit, divert, take away or attempt to take away the business of ▇▇▇▇▇▇'▇ present or past customers, or representative)the customers of any affiliated or related companies of ▇▇▇▇▇▇, 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 enterprise competing with a business in which the Company ▇▇▇▇▇▇ or any subsidiary companies 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 solicit, hire, employ or endeavor to employ any of complying with the restrictions ▇▇▇▇▇▇'▇ employees or employees of this Section 5 is not unreasonable; any subsidiary companies of ▇▇▇▇▇▇, or (3) within a radius of fifty (50) miles from the general public policy city limits of any city in which ▇▇▇▇▇▇ is not harmed presently working for or soliciting customers or has worked for or solicited customers within the two (2) year period prior to termination of Company's engagement with ▇▇▇▇▇▇, transact any business with, own any interest directly or indirectly in, or be associated with or employed in any capacity by the restrictions or on behalf of this Section 5; and any person, partnership, firm, corporation or other business association engaged or seeking to engage in any business or enterprise competing directly or indirectly with ▇▇▇▇▇▇. b. Employee will not, for a period of three (43) the restrictions years after Closing, acquire any further shares of this Section 5 are necessary for the protection stock of the Company and its Subsidiaries. The Executive further acknowledges and agrees Advanced Financial, Inc. (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"AFI") if the Executive breaches or threatens to breach acquisition of those shares will, (i) in the provisions reasonable opinion of this competent tax counsel for AFI, cause a "change of control" of AFI as determined under Section 5 and the Company (by vote of a majority 382 of the members Internal Revenue Code of the Board) seeks an injunction against the Executive1986, 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 breachamended, including the recovery regulations as promulgated thereunder, or under the comparable provision of money damages. If any future internal revenue law; or (ii) have the effect of reducing the provisions number 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 shares which First Mortgage Investment Company ("FMIC") could acquire under its option without such FMIC acquisition causing a "change 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 jurisdictioncontrol."

Restrictive Covenants. The Executive agrees that he or she (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), each Seller shall not, during the Non-Compete Periodand shall cause each of her, his or its Affiliates not to, directly or indirectly indirectly, (other than on behalf of or at the request of the Company or its Subsidiaries): (ai) engage inin or assist others in engaging in any Restricted Business anywhere in the Territory; (ii) participate in any way in or in any way have any financial interest of any nature whatsoever in any Person that engages directly or indirectly in any Restricted Business anywhere in the Territory in any capacity, have an interest in, or otherwise be employed by (whether including as an owner, operator, a partner, shareholder, member, officer, director, manager, employee, officerprincipal, director, consultantinvestor, advisor, lender, guarantor, agent, trustee or representative)consultant; (iii) call upon, provide consulting solicit, divert, attempt to solicit or management services todivert, or permit his conduct or her name carry on any business with any of the current or potential customers of any Acquired Company (“Company Customer”) for the benefit of any Restricted Business; or (iv) interfere or attempt to be used interfere with any business relationship between any Acquired Company and any Company Customer or supplier or any other Person with which any Acquired Company has a business relationship. Notwithstanding the foregoing, each Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange that engages, directly or indirectly, in connection with any Restricted Business anywhere in the activities Territory if the Seller is not a controlling Person of, any business or organizationa member of a group which controls, engaged in a business that is competitive with a business in which the Company such Person and does not, directly or any of its Subsidiaries engages (a “Competitive Business”); providedindirectly, that ownership of less than one percent (own 1%) of the outstanding stock % or more of any publicly traded corporation shall not be deemed to be a violation class 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 securities 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;Person. (b) During the Restricted Period, each Seller shall not, and shall cause each of her, his or its Affiliates not to, directly or indirectly, either for her, his or its own account or for the account of any other Person, solicit for employment or hire any Person employee of any Acquired Company or encourage, induce, solicit or endeavor to cause any such employee to leave such employment or hire any such employee who is or, within the prior twelve (12has left such employment; provided that nothing in this Section 6.02(b) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer of the Company shall prevent such Seller or any of her, his or its Subsidiaries Affiliates from soliciting or persuade or attempt hiring any employee whose employment with an Acquired Company has been terminated more than one (1) year prior to persuade any such Person not to be a customer the time of the Company solicitation or any hiring of such employee by the Seller or her, his or 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; orAffiliate. (c) contact, approach Each Seller acknowledges that a breach 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 threatened breach of this Section 5(c6.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by any Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Notwithstanding anything to Each Seller acknowledges that the contrary restrictions contained in this Section 5, with respect 6.02 are reasonable and necessary to protect the country legitimate interests of Mexico, Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5 will only apply (and therefore will 6.02 should ever be limited) adjudicated to activities that are competitive with exceed 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 harmtime, which cannot be adequately compensated by money damagesgeographic, (y) if the Executive breaches product 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 Executiveservice, 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 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 6.02 and each provision hereof 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 (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 7.1 Until the first anniversary of the Separation Date, Reale agrees that he or she shall not, during without the Non-Compete PeriodCompany's prior written c▇▇▇▇▇t (which may be withheld for any reason or for no reason in the Company's sole discretion), do anything in any way inconsistent with his prior duties to, or adverse to the interests of, the Company, nor shall Reale, directly or indirectly (other than on behalf indirectly, himself or by or through a family memb▇▇ ▇▇ otherwise, alone or as a member of a partnership or at the request of the Company or its Subsidiaries): (a) engage in, have an interest injoint venture, or otherwise be employed by (whether as an owner, operator, partner, member, manager, employeea principal, officer, director, consultant, advisoremployee or stockholder of any other entity, 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 the Company or be engaged in or connected with any of its Subsidiaries engages (a “Competitive Business”); provided, other business competitive with 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 affiliates, except that Reale may own as a passive investment not more than five percent (5%) ▇▇ ▇he securities of any publicly held corporation that may engage in such Person not to be a customer business competitive with that of the Company or any of its Subsidiaries affiliates. 7.2 In view of the fact that Reale was brought into close contact with many confidential affairs o▇ ▇▇▇ Company and its affiliates not readily available to the public, Reale agrees that he shall continue to: (a) ▇▇▇▇ secret and retain in the strictest confidence all non-public information about (i) research and development, test results, suppliers, venture or strategic partners, licenses and patents or patent applications, planned or existing products, know-how, financial condition and other financial affairs (such as costs, pricing, profits and plans for future development, methods of operation, business and marketing plans) of the Company and its affiliates; (ii) the employment policies and plans of the Company and its affiliates; and (iii) any other proprietary information relating to reduce the amount of business that Company and its affiliates, their operations, businesses, financial condition and financial affairs (collectively, the "Confidential Information") and, for such customer does with time as the Company or any of its Subsidiariesaffiliates is operating, Reale shall not disclose the Confidential Information to anyone not t▇▇▇ ▇n officer, director or enter into authorized employee of the Company or seek to enter into its affiliates, at any agreement (time after the date hereof, except with the Company's express written consent or except to the extent that such agreement is confidential information can be shown to have been in the public domain through no fault of a nature that is related Reale; and (b) to deliver to the business in Company wi▇▇▇▇ ten days after the Separation Date, all memoranda, notes, records, reports and other documents relating to the Company or its affiliates, businesses, financial affairs or operations and all property associated therewith, which he may then possess or have under his control. 7.3 Reale shall not at any time during the three-year period following th▇ ▇▇▇aration Date, (i) employ any individual who was employed by the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, affiliates at 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 time during the immediately preceding twelve (12) months such period or attempt to persuade any Person not to continue to be employed or retained by during 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 jurisdictiontwelve

Restrictive Covenants. 3.1 The Executive agrees that he or she shall not, during the Non-Compete Period, directly or indirectly Covenantor hereby undertakes with Aramex (acting for itself and as trustee for every other than on behalf of or at the request of Aramex Group Company) and the Company that: 3.1.1 he shall not at any time use or its Subsidiaries):disclose to any person any Confidential Information concerning the business, customers or financial or other affairs of any Aramex Group Company and he shall make every effort to prevent the use or disclosure of such confidential information; 3.1.2 throughout the Relevant Period: (a) engage inhe shall not (on his own behalf or on behalf of any person) directly or indirectly in competition with any business of any Aramex Group Company: (i) seek to procure orders from or do business with any person who has been or is during the Relevant Period a customer or supplier of any Aramex Group Company; or (ii) engage, have an interest inemploy, solicit or otherwise be contact with a view to his engagement or employment any person who has been or is during the Relevant Period 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 Aramex Group Company in a business that is competitive with a business in which the Company or any of its Subsidiaries engages (a “Competitive Business”)senior capacity; 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;and (b) solicit he shall not within any Person who country in which any Aramex Group Company is orcarrying on business at the Relevant Date either alone or jointly with or as manager, within adviser, consultant, agent or employee of any person directly or indirectly carry on or be engaged in or be interested in any business in competition with the prior twelve (12) months, was, or whose Affiliate is or, within the prior twelve (12) months, was a customer business of the any Aramex Group Company or any of its Subsidiaries or persuade or attempt to persuade business carried on by 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 PersonAramex Group Company; orand (c) contacthe shall not within any country in which any Aramex Group Company carries on business at any time during the Relevant Period either alone or jointly with or as manager, approach adviser, consultant, agent or solicit for employee of or consultant to any to person directly or indirectly carry on or be engaged in or be interested in any business in competition with the purpose business of offering employment to or hiring or retaining, or actually hire or retain any Person who is or was employed or retained by the Aramex Group Company or its Affiliates any business carried on by any Aramex Group Company; 3.1.3 at no time hereafter shall he directly or indirectly carry on a business either alone or jointly with or as an manager, adviser, consultant, agent or employee during of any person, whether or not the immediately preceding twelve (12) months business is similar to any business of any Aramex Group Company, under a name including the words "Aramex" or attempt to persuade any Person not to continue name likely to be employed or retained confused with a name used by any Aramex Group Company Provided always that 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 Covenantor shall not be deemed to constitute solicitation for purposes in breach of this Section 5(c)clause 3.1.3 by reason of being a director or employee of any Aramex Group Company. 3.2 The Covenantor acknowledges that he has had the opportunity to take independent advice on the restrictions contained in clause 3. 1. Whilst these restrictions are agreed by the Covenantor to be reasonable, it is agreed that if the restrictions (dindividually or taken together) Notwithstanding anything are adjudged 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 unenforceable but they would be enforceable if part or parts of the Mexican Subsidiaries of wording were deleted, amended or qualified or the Company engages. The Executive acknowledges and agrees that: (1) periods referred to reduced, then the time and geographical scope of relevant restrictions shall apply with such modifications as are needed to make them effective. 3.3 While the restrictions of this Section 5 in clause 3.1 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 considered by the restrictions of this Section 5; and (4) parties to be reasonable in all the restrictions of this Section 5 are necessary circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Aramex Group and the Company and its Subsidiaries. The Executive further acknowledges and agrees (x) the Executive’s breach shareholders but would be adjudged reasonable if part or parts of the provisions of this Section 5 will cause wording thereof were deleted the Company irreparable harm, which cannot be adequately compensated by money damages, (yrelevant restriction or restrictions shall apply with such deletion(s) 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 necessary to make it or them valid and effective. Aramex and the Covenantor undertakes to each other and to the Company for such breachthat within 30 days after the Relevant Date, including they will execute a deed in the recovery of money damages. If any of form set out in the provisions of this Section 5 are determined to be wholly or partially unenforceableSchedule hereto, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable which deed relates to the maximum extent permitted by law. If any Covenantor's position as CEO and Deputy Chairman 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 jurisdictionAramex.

Restrictive Covenants. The Executive Company hereby covenants and agrees that he or she that, from and after the Effective Date, it shall not, during without the Non-Compete Period, directly prior approval or indirectly (other than on behalf prior written consent of or at the request a majority of the Company Board, which majority shall include a majority of the Independent Directors and one EGI-TRB Director, enter into any transaction, contract, agreement or its Subsidiaries):arrangement to: (a) engage inamend, have an interest in, alter 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, repeal 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%) provision of the outstanding stock Certificate 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 Incorporation 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 By-laws 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, wascreate, or whose Affiliate authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock other than shares issued and sold to the ESOP at fair market value solely for purposes of maintaining its 51% equity ownership of the Company, on a fully diluted basis; (c) liquidate, dissolve or wind-up the business and affairs of the Company, or consent to any of the foregoing; (d) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Company other than (i) repurchases of stock from former employees, officers, directors, consultants or other Persons who performed services for the Company or any subsidiary in connection with the cessation of such employment or service, (ii) dividends or distributions necessary to enable the ESOP to make all payments due under the terms of the ESOP Loan Agreement as they come due and (iii) repurchases of stock from the ESOP as required by the terms of the ESOP plan document; (e) engage in transactions with Affiliates other than in their capacity as a stockholder, director, officer or employee of the Company, including any transaction, contract, agreement or arrangement between the ESOP and the Company, or any amendment or waiver thereof, other than this Agreement, the Merger Agreement, the ESOP Purchase Agreement, the ESOP Loan Agreement and the ESOP Pledge Agreement, and the transactions contemplated thereby; (f) make, or permit any subsidiary to make, any loan or advance to, any subsidiary or other corporation, partnership or other entity unless it is orwholly owned by the Company; (g) make, within the prior twelve (12) monthsor permit any subsidiary to make, was a customer any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except (i) advances and similar expenditures in the ordinary course of its Subsidiaries business or persuade under the terms of an employee stock or attempt option plan approved by the Board, (ii) notes that may be issued by the Company to persuade participants of the ESOP under the terms of the ESOP and (iii) financing provided to the ESOP pursuant to Section 4.4; (h) guarantee, directly or indirectly, or permit any such Person not subsidiary to be a customer guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of its Subsidiaries business; (i) incur any aggregate indebtedness in excess of $250 million that is not already included in the Annual Budget approved by the Board, other than trade credit incurred in the ordinary course of business; (j) acquire any assets or to reduce securities of any Person in a transaction resulting in payments by the Company in an aggregate amount in excess of business that such customer does with $250 million; (k) sell, assign, license, pledge or encumber any assets of the Company for an amount in excess of $250 million; (l) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or any of its Subsidiaries, or enter into or seek to enter into any agreement (to the extent such agreement is Company of a nature that is related to money or assets greater than $250 million; (m) change the business in which fiscal year of the Company or any of its Subsidiaries engage) with, to the Executive’s knowledge, any such PersonCompany; or (cn) contact, approach or solicit for the purpose of offering employment elect not to or hiring or retainingqualify, or actually hire or retain any Person who is or was employed or retained by the Company or its Affiliates continue to qualify 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)S corporation. (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 Employee acknowledges that in the course of his employment with the Company as a member of the Company’s senior executive and management team, he or she will have access to confidential and proprietary business information of the Company and its affiliates, and will develop through such employment business systems, methods of doing business, and contacts within the death care industry, all of which will help to identify him with the business and goodwill of the Company. Consequently, it is important that the Company protect its interests in regard to such matters from unfair competition. The parties therefore agree that for so long as the Employee shall remain employed by the Company and, if the employment of the Employee ceases for any reason (including voluntary resignation), then for a period of two (2) years thereafter, 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 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 within the death care industry 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 (y) 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 within the death care industry. 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 agrees Employee acknowledges that in the course of his employment with the Company as a member of the Company’s senior executive and management team, he or she has had and will continue to have access to confidential and proprietary business information of the Company and its affiliates, and will develop through such employment business systems, methods of doing business, and contacts within the death care industry, all of which will help to identify him with the business and goodwill of the Company. Consequently, it is important that the Company protect its interests in regard to such matters from unfair competition. The parties therefore agree that for so long as the Employee shall remain employed by the Company and, if the employment of the Employee ceases for any reason (including voluntary resignation), then for a period of eighteen (18) months thereafter, the Employee shall not, during the Non-Compete Period, directly or indirectly (other than on behalf of or at indirectly, without the request prior written consent of the Company or its Subsidiaries):in each instance: (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 within the death care industry 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 (y) 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 within the death care industry. 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.