Common use of Rights and Remedies Upon Breach Clause in Contracts

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The (a) Executive acknowledges and agrees Sbarro acknowledge and agree that any a breach by him of any provision of the provisions of Sections 7 and 8 Article 6 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, or Sbarro breaches or threatens to commit a breach ofof any Restrictive Covenant, any of the provisions of the Restrictive CovenantsSbarro or Executive, the Company and its affiliates as applicable, shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Sbarro or Executive, as applicable, under law or in equity (including, without limitation, including the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having jurisdiction, including, without limitation, including the right to an entry against the Executive or Sbarro, as applicable, of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates Sbarro all compensation, profits, monies, accruals, increments or other benefits (collectively, collectively “BenefitsProfits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants. (b) The existence of any claim or cause of action by Executive or Sbarro, and the Executive whether predicated on this Agreement or otherwise, shall account for and pay over such Benefits not constitute a defense to the Company and, if applicable, its affected affiliatesenforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates affiliates, including the REIT, shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, including the REIT, under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of In the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the event Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other any others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under at law or in equity (including, without limitation, the recovery of damages):equity: (i1) The the right and remedy to enjoin, preliminarily and permanently, Executive from violating the Restrictive Covenants and to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, it being agreed that any breach or threatened breach of the right Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an entry against adequate remedy to the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; andCompany; (ii2) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him Executive as the result of any transactions constituting a breach of the Restrictive Covenants, ; and (3) the right and the Executive shall account for remedy to cease paying and pay over such Benefits to the Company and, return of any termination-related payments or benefits (other than the Accrued Obligations or Other Benefits) if applicable, its affected affiliatesExecutive violates any of the Restrictive Covenants and fails to remedy such violation to the reasonable satisfaction of the Chief Executive Officer within ten (10) days of written notice of such violation.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive If Employee breaches, or threatens to commit a breach of, any of the provisions of Paragraphs 7.2 through 7.5 of this Agreement (collectively, the "Restrictive Covenants"), the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity Company: (including, without limitation, a) the recovery of damages): (i) The right and remedy to have any of the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having jurisdiction, including, without limitation, it being hereby acknowledged and agreed by Employee that any such breach or threatened breach will cause irreparable injury to the right Company and that money damages will not provide an adequate remedy to an entry against the Executive of restraining orders Company; and injunctions (preliminary, mandatory, temporary and permanentb) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive Employee to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him Employee as the a result of any transactions constituting a breach of any of the Restrictive Covenants, and the Executive Employee shall account for and pay over such Benefits benefits to the Company and, if applicable, its affected affiliatesCompany.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 7, 8 and 8 9 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates affiliates, including the Company, shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, including the Company, under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Coda Octopus shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Coda Octopus under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company Coda Octopus and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company Coda Octopus and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him her of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him her as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 8 and 8 9 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him the Executive of any of the provisions of Sections 7 and 8 Section 11 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The i. the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The . the right and remedy to require the Executive to account for and pay over to the Company and or any of its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him the Executive as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company Group and its their respective affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Group and its affiliates such affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company Group and its their respective affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company Group and, if applicable, its their respective affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him Executive of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates affiliates, including the Company, shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, including the Company, under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him Executive as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Group shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Group under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company REIT and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company REIT and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to seek to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to seek to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him solely as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 Section 6.1 (the “"Restrictive Covenants”") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive CovenantsSection 6.1, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and. (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Benefits”") derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates. (b) The Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him her of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as her following the result Date of any transactions constituting a breach of the Restrictive CovenantsTermination, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of In the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the event Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Coram shall have the following rights and remedies, each of which rights and remedies shall be independent of the other any others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under Coram at law or in equity (including, without limitation, the recovery of damages):equity: (iA) The the right and remedy to enjoin, preliminarily and permanently, Executive from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, it being agreed that any breach or threatened breach of the right Restrictive Covenants would cause irreparable injury to Coram and that money damages would not provide an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenantsadequate remedy to Coram; and (iiB) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates Coram all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him Executive as the result of any transactions constituting a breach of the Restrictive Covenants; and (C) the right and remedy to suspend payment of any termination benefit payments (but not insurance or health benefits) during the pendency of any good faith dispute regarding Executive's breach of his/her covenants, and provided that all amounts shall be paid to the Executive shall account for and pay over if Executive is found not to have been in breach of such Benefits to the Company and, if applicable, its affected affiliatescovenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 7, 8 or 9 hereof (the “Restrictive Protective Covenants”) would may result in irreparable injury and damage for which money damages would may not provide an adequate remedy. Therefore, notwithstanding anything herein to the contrary, including, without limitation, Section 10 hereof, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Protective Covenants, the Company and its affiliates Affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to seek to have the Restrictive Protective Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to seek to require the Executive to account for and pay over to the Company and its affiliates Affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him solely as the result of any transactions constituting a breach of the Restrictive Protective Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of If the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Employee breaches, or threatens to commit a breach of, any of the provisions of Section 6.1 (the Restrictive Covenants"RESTRICTIVE COVENANTS"), the Company and its affiliates subsidiaries shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and or its affiliates subsidiaries under law or in equity (including, without limitation, the recovery of damages):equity: (ia) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damagesbond) by any court of competent having equity jurisdiction, including, without limitation, the right to an entry against the Executive Employee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. (iib) The right and remedy to require the Executive Employee to account for and pay over to the Company and its affiliates subsidiaries all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”"BENEFITS") derived or received by him as the proximate result - i.e. actual damages - of any transactions constituting a breach of the Restrictive Covenants, and the Executive Employee shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliatessubsidiaries.

Rights and Remedies Upon Breach. The Executive Employee acknowledges and agrees that any breach by him the Employee of any of the provisions of Sections 7 and 8 Section 11 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Employee breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The i. the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive Employee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The . the right and remedy to require the Executive Employee to account for and pay over to the Company and or any of its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him the Employee as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive Employee shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “"Restrictive Covenants”") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates affiliates, including the REIT, shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, including the REIT, under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Benefits”") derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Physicians Remote shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Physicians Remote under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company Physicians Remote and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company Physicians Remote and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “"Restrictive Covenants”") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company Company, the REIT and its their affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Benefits”") derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its the REIT and their affected affiliates.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 Section 5.1 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive CovenantsSection 5.1, the Company and its affiliates shall have the following rights and remediesremedies to the extent permitted under applicable law, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates. (b) The Executive agrees that, in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 5 are unreasonable or otherwise unenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Severance Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him Executive of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates affiliates, including the Company, shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, including the Company, under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him Executive as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.​

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive If WEC breaches, or threatens to commit a breach of, any of the provisions of Section 5.18(a) (the Restrictive Covenants"RESTRICTIVE COVENANTS") , the Company and its affiliates Purchaser shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies) , each of which rights and remedies shall be independent of the other and severally enforceableenforceable and shall not be affected by the provisions of Article VIII, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Purchaser under law Law or in equity (including, without limitation, the recovery of damages):equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damagesany bond) by any court of competent having equity jurisdiction, including, without limitation, the right to an entry against the Executive WEC of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Purchaser and that money damages may not provide adequate remedy to Purchaser. (ii) The right and remedy to require the Executive WEC to account for and pay over to the Company and its affiliates Purchaser all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”"BENEFITS") derived or received by him such person as the a result of any transactions constituting a breach of any of the Restrictive Covenants, and the Executive such person shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliatesPurchaser.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would may not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to seek to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to seek to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him solely as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 9 and 8 10 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, of any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, . profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him a violation of any of the provisions restrictive covenants contained in this Agreement shall cause certain harm to the Company and the Company shall be entitled to specific performance of Sections 7 this Agreement or an injunction with proof of specific damages, together with costs and 8 (attorney’s fees incurred by the “Restrictive Covenants”) would result Company in irreparable injury and damage for which money damages would not provide an adequate remedyenforcing its rights under this Agreement. Therefore, if If the Executive breaches, or threatens to commit a breach of, of any of the provisions of Sections 7, 8 or 9 (the “Restrictive Covenants”), the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages):equity. (ia) The right rights and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, jurisdiction including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) ), with proof of specific damages, against violations, threatened or actual, and whether or not then continuing, continuing of such covenants; and, it being acknowledged and agreed that any such breach of threatened breach will cause certain injury to the Company and that money damages will not provide an adequate remedy to the Company. (iib) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments increments, or other benefits (collectively, “Benefits”) derived or received by him the Executive as the result of any transactions transaction constituting a breach of the Restrictive Covenants, and . The Company may set off any amounts due it under this Section 11(b) against any amounts owed to the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliatesunder Section 4.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 Section 6.1 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive CovenantsSection 6.1, the Company and its affiliates shall have the following rights and remediesremedies to the extent permitted under applicable law, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates. (b) The Executive agrees that, in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of If any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, Restricted Parties breaches or threatens to commit a breach of, of any of the provisions of the Restrictive Covenants, the Company and its affiliates Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Buyer under law or in equity (including, without limitation, the recovery of damages):equity: (ia) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damagesany bond) by any court of competent having equity jurisdiction, including, without limitation, including the right to an any entry against any of the Executive of Restricted Parties for restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Buyer and that money damages alone will not provide adequate remedy to Buyer; andand February 19, 2014 (iib) The right and remedy to require any of the Executive Restricted Parties to account for and pay over to the Company and its affiliates Buyer all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him any of the Restricted Parties as the a result of any transactions constituting a breach of any of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The If Executive acknowledges and agrees that any breaches or threatens to commit a breach by him of any of the provisions of Sections 7 and 8 this Section 5 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants), the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages):equity: (i) Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and by any court having equity jurisdiction, all without the need to post a bond or any other security or to prove damages) by any court amount of competent jurisdictionactual damage or that money damages would not provide an adequate remedy, including, without limitation, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the right Company and that money damages will not provide adequate remedy to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenantsCompany; and (ii) Accounting and Indemnification. The right and remedy to require the Executive (i) to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him Executive or any associated party deriving such benefits as the a result of any transactions constituting a such breach of the Restrictive Covenants, ; and the Executive shall account for and pay over such Benefits (ii) to indemnify the Company andagainst any other losses, if applicabledamages (including special and consequential damages), its affected affiliatescosts and expenses, including actual attorneys’ fees and court costs, which may be incurred by them and which result from or arise out of any such breach or threatened breach of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 these covenants (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Colmek shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Colmek under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company Colmek and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company Colmek and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive Consultant understands and acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “"Restrictive Covenants”") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Consultant breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive Consultant of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive Consultant to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Benefits”") derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive Consultant shall account for and pay over such such. Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive Consultant understands and acknowledges and agrees that any breach by him it of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Consultant breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive Consultant of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive Consultant to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him it as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive Consultant shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of Sections 7 and 8 Article 6 (the “Restrictive Covenants”"RESTRICTIVE COVENANTS") would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of the Restrictive CovenantsCovenant, the Company and its affiliates shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (ia) The right and remedy to To have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (iib) The right and remedy to To require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”collectively "PROFITS") derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants. The existence of any claim or cause of action by Executive, and the Executive whether predicated on this Agreement or otherwise, shall account for and pay over such Benefits not constitute a defense to the Company and, if applicable, its affected affiliatesenforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates National Stem Cell shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates National Stem Cell under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company National Stem Cell and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company National Stem Cell and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Hipso shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Hipso under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company Hipso and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company Hipso and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive Consultant acknowledges and agrees that any breach by him the Consultant of any of the provisions of Sections 7 and 8 Section 10 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Consultant breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The i. the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive Consultant of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The . the right and remedy to require the Executive Consultant to account for and pay over to the Company and or any of its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him the Consultant as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive Consultant shall account for and pay over such Benefits to the such member of Company Group and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that If any of the Covenantors breaches, or the Companies reasonably believes any of the Covenantors threatens to commit a breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenantscontained herein, the Company and its affiliates Companies shall have the following rights and remedies, each of which rights and remedies shall be independent of the other others and severally enforceable, and all each of which rights and remedies shall be in is addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Companies under law or in equity (including, without limitation, the recovery of damages):: (i) Specific Performance -------------------- The right and remedy to have the Restrictive Covenants covenants herein contained specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, it being that any breach or threatened breach of any of the right covenants would cause irreparable injury to the Companies and/or the business of the Companies and that money damages would not provide an entry against adequate remedy to the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; andCompanies. (ii) Accounting ---------- The right and remedy to require the Executive Covenantors to account for and pay over to the Company and its affiliates Companies all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Benefits”") derived or received by him the Covenantors as the result of any transactions transaction constituting a breach of the Restrictive Covenantscovenants, and the Executive shall Covenantors hereby agree to account for and pay over such Benefits to the Company and, if applicable, its affected affiliatesCompanies.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates National Stem Cell Holding shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates National Stem Cell Holding under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company National Stem Cell Holding and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company National Stem Cell Holding and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive Consultant understands and acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Consultant breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive Consultant of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive Consultant to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive Consultant shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive Employee acknowledges and agrees that any breach by him her of any of the provisions of Sections 7 and 8 Section 7.1 (the “Restrictive Covenants”) would result in irreparable injury and damage harm for which money damages would not provide an adequate remedy. Therefore, if the Executive Employee breaches, or threatens to commit a breach of, any of the provisions of the Restrictive CovenantsSection 7.1, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its it affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having equity jurisdiction, including, without limitation, the right to an any entry against the Executive Employee of restraining orders and injunctions injunction (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive Employee to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him her as the proximate result of any transactions actions constituting a breach of the Restrictive Covenants, and the Executive Employee shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates. (iii) The Employee agrees that in any action seeking specific performances or other equitable relief, she will not assert or contend that any of the provisions of this Section 7 are unreasonable or otherwise unenforceable. The existence of any claim or cause of action by the Employee, whether predicated on this Agreement or otherwise, shall not limit the Company’s right to enforce the Restrictive Covenants.

Rights and Remedies Upon Breach. (a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 Section 6.1 (the “Restrictive Covenants”” ) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive CovenantsSection 6.1, the Company and its affiliates shall have the following rights and remediesremedies to the extent permitted under applicable law, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates. (b) The Executive agrees that, in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any his breach by him of any provision of the provisions of Sections 7 and 8 Article 6 (the “Restrictive Covenants”"RESTRICTIVE COVENANTS") would result in irreparable injury and damage for which money damages would do not provide an adequate remedy. Therefore, if the Executive breaches, breaches or threatens to commit a breach of, of any of the provisions of the Restrictive CovenantsCovenant, the Company and its affiliates shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and an remedies shall be independent of the other and severally enforceable, and all of which rights right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages): (ia) The right and remedy to To have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (iib) The right and remedy to To require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”collectively "PROFITS") derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants. The existence of any claim or cause of action by Executive, and the Executive whether predicated on this Agreement or otherwise, shall account for and pay over such Benefits not constitute a defense to the Company and, if applicable, its affected affiliatesenforcement of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive Advisor acknowledges and agrees that any breach by him of any of the provisions of Sections 6 and 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Advisor breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Golden Phoenix shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Golden Phoenix under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive Advisor of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive Advisor to account for and pay over to the Company Golden Phoenix and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive Advisor shall account for and pay over such Benefits to the Company Golden Phoenix and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him her of any of the provisions of Sections 7 and 8 (the “"Restrictive Covenants”") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates affiliates, including the REIT, shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, including the REIT, under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Benefits”") derived or received by him her as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive Consultant acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Consultant breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Proteonomix shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Proteonomix under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive Consultant of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive Consultant to account for and pay over to the Company Proteonomix and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive Consultant shall account for and pay over such Benefits to the Company Proteonomix and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates NSC shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates NSC under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company NSC and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company NSC and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “"Restrictive Covenants”") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates affiliates, including the REIT, shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, including the REIT, under law or in equity (including, without limitation, the recovery of damages):of (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Benefits”") derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him the Executive of any of the provisions of Sections 7 and 8 Section 12 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, under law or in equity (including, without limitation, the recovery of damages): (i) The a. the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The b. the right and remedy to require the Executive to account for and pay over to the Company and or any of its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him the Executive as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The If Executive acknowledges and agrees that any breaches or threatens to commit a breach by him of any of the provisions of Sections 7 and 8 this Section 6 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants), the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages):equity: (i) Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and by any court having equity jurisdiction, all without the need to post a bond or any other security or to prove damages) by any court amount of competent jurisdictionactual damage or that money damages would not provide an adequate remedy, including, without limitation, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the right Company and that money damages will not provide adequate remedy to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenantsCompany; and (ii) Accounting and Indemnification. The right and remedy to require the Executive (i) to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him Executive or any associated party deriving such benefits as the a result of any transactions constituting a such breach of the Restrictive Covenants, ; and the Executive shall account for and pay over such Benefits (ii) to indemnify the Company andagainst any other losses, if applicabledamages (including special and consequential damages), its affected affiliatescosts and expenses, including actual attorneys’ fees and court costs, which may be incurred by them and which result from or arise out of any such breach or threatened breach of the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 6 and 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates Proteonomix shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates Proteonomix under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company Proteonomix and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company Proteonomix and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by him her of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates affiliates, including the Company, shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates affiliates, including the Company, under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him her as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

Rights and Remedies Upon Breach. The Executive Employee acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 Section 6.1 (the “Restrictive Covenants”) would result in irreparable injury and damage harm for which money damages would not provide an adequate remedy. Therefore, if the Executive Employee breaches, or threatens to commit a breach of, any of the provisions of the Restrictive CovenantsSection 6.1, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its it affiliates under law or in equity (including, without limitation, the recovery of damages): (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having equity jurisdiction, including, without limitation, the right to an any entry against the Executive Employee of restraining orders and injunctions injunction (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) The right and remedy to require the Executive Employee to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the proximate result of any transactions actions constituting a breach of the Restrictive Covenants, and the Executive Employee shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates. (iii) The Employee agrees that in any action seeking specific performances or other equitable relief, he will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable. The existence of any claim or cause of action by the Employee, whether predicated on this Agreement or otherwise, shall not limit the Company’s right to enforce the Restrictive Covenants.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that If any Seller commits a breach by him of any of the provisions of Sections 7 and 8 Section 8.1 hereof (the “"Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore"), if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates WPS Ltd. shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable, enforceable and shall not be affected by the provisions of Article 7 hereof and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under WPS Ltd. at law or in equity (including, without limitation, the recovery of damages):equity: (ia) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent having equity jurisdiction, including, without limitation, the right to an entry against the Executive such Seller of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and, it being acknowledged and agreed that the Restrictive Covenants are of a special and unique character which gives them peculiar value and that any such breach or threatened breach will cause irreparable injury to WPS Ltd. and that money damages will not provide adequate remedy to WPS Ltd. (iib) The right and remedy to require the Executive such Seller to account for and pay over to the Company and its affiliates WPS Ltd. all compensation, profits, monies, accruals, increments or other benefits (collectively, “"Benefits”") derived or received by him such Seller as the result of any transactions constituting a breach of any of the Restrictive Covenants, and the Executive such Seller shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.WPS Ltd.

Rights and Remedies Upon Breach. The Executive acknowledges and agrees that If any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive Seller breaches, or threatens to commit a breach of, any of the provisions of Section 1 (the "Restrictive Covenants"), the Company and its affiliates Purchaser shall have the following rights and remedies, each of which rights and remedies shall be independent of the other any others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under Purchaser at law or in equity (including, without limitation, the recovery of damages):equity: (ia) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive such Seller of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenantsany of the Restrictive Covenants, it being acknowledged and agreed by Sellers that any breach or threatened breach of any of the Restrictive Covenants would cause irreparable and continuing injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser; andor (iib) The right and remedy to require the Executive such Seller to account for and pay over to the Company and its affiliates Purchaser all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him any of them as the result of any transactions constituting a breach of any of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.