Common use of Non-Competition Clause in Contracts

Non-Competition. During your employment with the Company and for a period of one (1) year thereafter (the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3.

Non-Competition. During your employment with As described in Section 13(a) above, the Company and for a period of one (1) year thereafter (will provide Executive with confidential information during the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes term of this sectionAgreement. In exchange for the provision of this confidential information, “Restricted Business” means and as a part of and aid to the business enforcement of researching intoExecutive’s obligations to keep such information confidential, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group Executive agrees that has multiple lines of business provided that, during the Restricted Period, you are employed the Executive will not, within or with respect to the geographical area of the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for a or otherwise competes with either the Company’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be carried out by the Company or any of its Affiliates, (y) any business unit (including by the Executive or in association with any Person) that provides services or products to any current or former customer of the Company or its Affiliates that are similar to or competitive with the services or products provided by the Company or its Affiliates to such competitor current or former customers or (z) any activity that is not engaged or otherwise involved in competition with the Restricted Business. Nothing contained Company’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 7 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit you the Executive from owning securities having no more than 2% of the outstanding voting power of any publicly traded competitor, or participating as a passive investor in a private investment interest of fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2.52% in a company with of any publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that company engaged in the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Company’s Business.

Non-Competition. During your the Term and (i) for a three (3) year period following a termination of the Executive's employment with by the Company and for Cause or a period voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of one (1) year thereafter (the “Restricted Period”)Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, you will the Executive shall not directly or indirectly, whether individually, as an employee, officer, a director, consultantmanager, member, stockholder, partner, owner, manageremployee, advisor, investorconsultant or agent of any business, or otherwise, in any state other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in which the Group conducts association with any person, firm, corporation or business or has customers (i) render advice or services toorganization), or otherwise assist, assist any person, association, person or entity who is engagedthat engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in the Restricted Business; (iiA) hold a 2.5% or greater equitydesigning, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developingengineering, manufacturing, distributingselling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, sellingengineers, supplying manufactures, sells or otherwise dealing with Restricted Products. “Restricted Products” means products distributes on or services which are prior to the termination of the same Executive's employment (the "Business") or materially (B) in providing services that are similar kind to, may be used as substitutes for or are in competition with the products or services (including but not limited to technical and product supportBusiness, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by anywhere in the Group and with world in which you were directly connected during your employment with the Company or any of its predecessor subsidiaries engages or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorproposes to engage in such Business. Notwithstanding the foregoing, with prior written consent nothing in this Agreement shall prevent the Executive from the Company which shall owning for passive investment purposes not be unreasonably withheldintended to circumvent this Agreement, you may accept employment or otherwise be engaged in or involved with a competitor less than five percent (5%) of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length securities of any violation competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of this Section 7.3the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During your Employee agrees that during the period of Employee's employment with the Company and for a period of one (1) year thereafter (18 months from the “Restricted Period”)last payment of compensation to Employee by the Company, you will Employee shall not directly engage in or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, participate in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedactivity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the Restricted Business; (ii) hold event of a 2.5% termination of Employee's employment as a result of a material breach by the Company of the provisions of this Agreement or greater equityin the event that Employee's employment is terminated by the Company other than for cause. For purposes of this Section 8, voting Employee shall be deemed to "compete, directly or profit participation interest in any person, associationindirectly" with the businesses of the Company, or entity who its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, during the 18 month period immediately preceding Employee's termination. Employee shall not be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if he becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture, the business of which is competitive to the Company, prior to the date that the businesses of the Company becomes competitive with the business of such corporation, partnership or other enterprise or venture. Notwithstanding anything to the contrary contained herein Employee may, without being deemed to compete, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes businesses of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor subsidiaries or about affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 8 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which you have received or developed Proprietary Information by reason enforcement is sought. Accordingly, if any particular portion of your employment with this Section 8 is adjudicated unenforceable in any jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company or its predecessor. Notwithstanding will have no adequate remedy at law for the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor breach by Employee of the Group that has multiple lines of business covenants provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning 8, and, in the event of a passive investment interest of not more than 2.5% in a company with publicly traded equity securitiessuch breach, the Company and whether on your own behalf or on behalf of others. You Employee hereby agree that the Restricted Period shall Company will be extended by entitled to an injunction, a period equal the length decree of any violation of this Section 7.3specific performance, mandamus or other appropriate remedy to enforce such covenants.

Non-Competition. During your employment with As a necessary measure to protect the Company Company’s confidential trade secrets and for a proprietary information, and to ensure that Buyer and its Affiliates realize the goodwill and associated benefits of the Transactions, during the three-year period of one (1) year thereafter following the Closing (the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedSelling Shareholder shall not, directly or indirectly, engage, participate or invest in or be employed by any business within the Restricted Business; Area (iias defined below) hold a 2.5% which: develops, manufactures, produces or greater equityprovides (or distributes, voting markets or profit participation interest in any person, association, or entity who is engagedotherwise sells), directly or indirectly, in (a) products or services for the Restricted Business proteomics market or (iiib) carry on other products or be services that are substitutable for those described in any clause (a) (together, the “Restricted Field”), in each case of (a) and (b), that are competitive with, similar to or substitutable for those provided or offered by the business as conducted by the Company and its Affiliates prior to or as of the Closing. By way engagedof clarification, concerned the above definition will not preclude the Selling Shareholder from working or interested engaging in activities related to genomics or metabolomics markets that do not relate to products or services that are competitive with, similar to or substitutable for those provided or offered by the business as conducted by the Company and its Affiliates prior to or as of the Closing. The foregoing restrictions shall apply regardless of the capacity in which the Selling Shareholder engages, participates or invests in or have business dealings with the Restricted Business. For purposes of this sectionis employed by a given business, “Restricted Business” means the business of researching intowhether as owner, developingpartner, manufacturingshareholder, distributingconsultant, sellingagent, supplying employee, co-venturer or otherwise dealing with Restricted Productsotherwise. “Restricted ProductsArea” means products or services which are shall mean each state and territory of the same or materially similar kind as United States of America and each country of the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by world outside of the Group and with United States of America in which you were directly connected during your employment with the Company or its predecessor Affiliates had developed, produced, marketed, sold and/or distributed its products and/or services in connection with their business as of the Closing or about which you have received or developed Proprietary Information by reason within the two-year period prior thereto. Buyer understands and agrees that the provisions of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which this Agreement shall not be unreasonably withheldprevent the Selling Shareholder from (i) acquiring or holding publicly traded stock or other publicly traded securities of a business within the Restricted Field, you may accept employment or otherwise be engaged in or involved with a competitor so long as the Selling Shareholder’s ownership does not exceed 1% percent of the Group that has multiple lines outstanding securities of business provided that, during such company of the Restricted Period, you are same class as those held by the Selling Shareholder or (ii) being employed by or provide services otherwise associated with an academic, governmental or non-profit institution or conducting academic research, teaching or working on public sector matters for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3foregoing.

Non-Competition. During your employment with In consideration of the Company benefits of this Agreement to Seller and in order to induce Buyer to enter into this Agreement, Seller hereby covenants and agrees that for a period of one five (15) year thereafter (years following the “Restricted Period”)Closing Date neither it nor any of its Subsidiaries or Related Persons shall, you will not without the prior written consent of Buyer, directly or indirectly, whether as an employee, indirectly (i) cause or encourage any officer, director, employee, consultant, owner, manager, advisor, investoror Producer of any Company or any Company Subsidiary to terminate or sever his or her employment or other relationship with such Company or Company Subsidiary for the purpose of competing with any Company or any Company Subsidiary, or otherwise, for the purpose of damaging any Company or any Company Subsidiary in any state way, (ii) cause or encourage any customer of Liberty Services to terminate, modify or fail to renew any third party administration agreement or other Contract or other relationship with Liberty Services, (iii) other than as permitted by clause (iv), act in which the Group conducts business or has customers (i) render advice or services toconcert with any Person, or otherwise assist, any person, association, or entity who is engagedfor purposes of competing, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engagedaiding another to compete, directly or indirectly, with the Business or of damaging any Company or any Company Subsidiary in any way other than according to the ordinary and usual course of Seller's broadcasting business conducted in a manner consistent with its past practice, or (iv) engage in, or have a greater than five (5) percent of the equity interest in any company engaged in any business in the Restricted Business Area (as defined in Section 5.13(b) hereof), which competes with the Business; provided that the restrictions of clause (iv) shall not apply to any company which derives less than ten (10) percent of its aggregate revenues from engaging in business in the Restricted Area which competes with the Business; and provided further that any Person that is not currently a Related Person of Seller that acquires an interest in Seller or any of its Subsidiaries subsequent to the Closing Date shall not be subject to clauses (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes (iv) of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted ProductsSection 5.13(a) (it being understood that such restrictions shall continue to apply to Seller and its Subsidiaries). “Restricted Products” means products or services which are Seller specifically agrees that this covenant is an integral part of the same or materially similar kind as inducement of Buyer to purchase the products or services Shares and that Buyer (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor successors or about which you have received or developed Proprietary Information assigns) shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by reason Seller of your employment with the Company or its predecessor. Notwithstanding any provision of this Section 5.13 and that, notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheldno right, you may accept employment power or otherwise be engaged in remedy conferred upon or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed reserved or exercised by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained Buyer in this Section 7 shall prohibit you from owning 5.13 is intended to be exclusive of a passive investment interest any other right, power or remedy, each and every one of not more than 2.5% which (now or hereafter existing at law, in a company with publicly traded equity securitiesequity, and whether on your own behalf by statute or on behalf of others. You agree that the Restricted Period otherwise) shall be extended by a period equal cumulative and concurrent. Each of Seller and Buyer agrees that in the event that either the length of time or Restricted Area set forth herein is deemed too restrictive by any violation Governmental Entity of competent jurisdiction, the covenants and agreements in this Section 7.35.13 shall be enforceable for such time and within such geographical area as such Governmental Entity may deem reasonable or acceptable under the circumstances.

Non-Competition. During your To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the Employee's employment with the Company and for a period of one (1) year thereafter (thereafter, regardless of the “Restricted Period”)reason for termination of employment, you the Employee will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagednot, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or greater equityotherwise, voting carry on, operate, manage, control, or profit participation interest become involved in any personmanner with any business, operation, corporation, partnership, association, agency, or other person or entity who which is engagedin the same business as the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has plans or has projected to operate during the Employee's employment with the Company, including any area within a 50-mile radius of any such location. The foregoing shall not prohibit the Employee from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after the Employee's employment with the Company has terminated, upon receiving written permission by the Board, the Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of the Company, in the location in question. To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the term of the Employee's employment with the Company and for a period of one year thereafter, regardless of the reason for termination of employment, the Employee will not, directly or indirectly, in either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away current or prospective customers (including, without limitation, any customer with whom the Restricted Business Company, or any subsidiary or affiliate of the Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the six-month period preceding the Employee's last day of employment with the Company; or (iii) carry on or be has included as a prospect in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are its applicable pipeline) of the same Company, or materially similar kind as the products any subsidiary or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor affiliate of the Group Company. The Company and the Employee agree that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing restrictions contained in this Section 7 shall prohibit you from owning noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company's business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a passive investment interest court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of not more than 2.5% in a company with publicly traded equity securitiesthis Agreement. If any such provision, and whether on your own behalf or on behalf any part thereof, is held to be unenforceable because of others. You the scope, duration, or geographic area covered thereby, the parties agree that the Restricted Period court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be extended by a period equal enforced. The parties agree and acknowledge that the length breach of this noncompetition covenant will cause irreparable damage to the Company, and upon breach of any violation provision of this Section 7.3.noncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or other equitable relief; provided, however, that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). Should the Employee violate the provisions of this noncompetition covenant, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for the period of time from which the Employee began such violation until he permanently ceases such violation

Non-Competition. During your his employment with the Company and for a period the Non-Competition Period, Executive shall not, without the prior written consent of one (1) year thereafter (the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedBoard, directly or indirectly, own, manage, operate, join, control, participate in, invest in the Restricted or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (iiA) hold owning five percent (5%) or less of the stock or other securities of a 2.5% or greater equitypublicly held corporation, voting or profit participation interest so long as Executive does not in any person, associationfact have the power to control, or entity who direct the management of, and is engagednot otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in the Restricted Business or (iii) carry on otherwise be connected or be associated with, in any way engagedmanner, concerned any Competing Business, provided that Executive shall not, directly or interested in or indirectly, have business dealings with the Restricted Business. For purposes of this sectionany responsibility whatsoever for, “Restricted Business” means the business of researching intoprovide any services whatsoever to, developing, manufacturing, distributing, selling, supplying or otherwise dealing be connected or associated with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorsuch Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent from of the Company Company, which consent shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3held.

Non-Competition. During the period commencing on the Effective Date and ending on the second anniversary following the termination of your employment with for any reason (whether during or upon expiration of the Company and for a period of one (1Term) year thereafter (the “Restricted Period”), you will not (except as an officer, director, stockholder, member, manager, employee, agent or consultant of Paramount) directly or indirectly, whether own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, officer, director, agent or consultant, owner, manager, advisor, investoror in any other individual or representative capacity whatsoever, or otherwiseuse or permit your name to be used in connection with, or be otherwise connected in any manner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Group conducts is then engaged or planning to engage in the institutional pharmacy business (any such business or has customers enterprise, a “Competitive Enterprise”); provided that the foregoing restriction shall not be construed to prohibit the ownership by you together with your affiliates and associates, as the case may be, of not more than two percent (i2%) render advice of any class of securities of any corporation that is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or services toin the over-the-counter market, or otherwise assistprovided further, any personthat such ownership represents a passive investment and that you together with your affiliates and associates, association, or entity who is engaged, either directly or indirectly, do not manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising your rights as a shareholder, or seek to do any of the foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Company to cure such non-payment after thirty (30) days’ prior written notice. Notwithstanding anything to the contrary in this Agreement or any other document or instrument, except as expressly set forth in the Restricted Business; (ii) hold a 2.5% preceding sentence, no breach or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in failure to perform on the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are part of the same Paramount or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which any of its affiliates shall relieve you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in obligations under this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.37.

Non-Competition. During your his employment with the Company and for a period the Non-Competition Period, Executive shall not, without the prior written consent of one (1) year thereafter (the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedBoard, directly or indirectly, own, manage, operate, join, control, participate in, invest in the Restricted or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (iiA) hold owning five percent (5%) or less of the stock or other securities of a 2.5% or greater equitypublicly held corporation, voting or profit participation interest so long as Executive does not in any person, associationfact have the power to control, or entity who direct the management of, and is engagednot otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in the Restricted Business or (iii) carry on otherwise be connected or be associated with, in any way engagedmanner, concerned any Competing Business, provided that Executive shall not, directly or interested in or indirectly, have business dealings with the Restricted Business. For purposes of this sectionany responsibility whatsoever for, “Restricted Business” means the business of researching intoprovide any services whatsoever to, developing, manufacturing, distributing, selling, supplying or otherwise dealing be connected or associated with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorsuch Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent from of the Company Company, which consent shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3.

Non-Competition. During your employment with the Company and for a 12-month period immediately following the Date of one Termination, Executive shall not, without the prior written permission of the Company, (1i) year thereafter (the “Restricted Period”)within Connecticut, you will not directly or indirectlyMassachusetts, whether as an employeeNew Hampshire, officerNew York, director, consultant, owner, manager, advisor, investorRhode Island, or otherwise, in Vermont; any state other area of the United States in which the Group conducts business Company operates; or has customers (i) render advice or services tothe remainder of the United States, or otherwise assist, any person, association, or entity who is engagedits territories and possessions, directly or indirectly, engage in any activity or business that is the Restricted Businesssame or substantially similar to the work performed by Executive for the Company and/or of the same substantive competency or nature as the work performed by Executive for the Company, whether or not such engagement is as a consultant, independent contractor, agent, employee, officer, partner, director or otherwise, alone or for his own account or in association with any other person, corporation or other entity, for any Competitive Business (as defined below); provided, however, that Executive shall be deemed to be acting “within” the above territories, even if physically outside of the territories, if Executive’s activities assist the Competitive Business within the territories; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in hire or attempt to hire any person who is employed or retained by the Restricted Business Company or its affiliates (or was so employed within the immediately prior three months), or solicit, entice or encourage any such person to terminate his or her relationship with the Company; or (iii) carry on or be in any way engagedsolicit for a competitive purpose, concerned or interested in or have business dealings interfere with the Restricted Business. For purposes of this sectionCompany’s relationship with, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited endeavor to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with entice away from the Company or its predecessor affiliates any of their customers or about sources of supply. However, nothing in this Agreement shall preclude Executive from investing his personal assets in the securities of any Competitive Business if such securities are traded on a national stock exchange and if such investment does not result in his beneficially owning, at any time, more than 1.0% of the publicly-traded equity securities of such competitor. “Competitive Business” shall mean any business or enterprise which you have received (a) designs, sells, manufactures, markets and/or distributes still or developed Proprietary Information by reason of your employment sparkling spring or purified bottled water products or non-alcoholic beverages, or office refreshment products, including coffee, in the home and office market, or (b) competes or is planning to compete with any other business in which the Company or its predecessorsubsidiaries is involved at any time during the 12-month period immediately prior to the Date of Termination. Notwithstanding For the foregoingavoidance of doubt, with prior written consent from the Company which Litchfield Distillery (formal name, Hardscrabble LLC) shall not be unreasonably withheld, you may accept employment considered a “Competitive Business” so long as it does not sell bottled water products or otherwise be engaged in other non-alcoholic office refreshment products to the home or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3office markets.

Non-Competition. During your the Executive's employment with the --------------- Company and for a period of one (1) year thereafter after the Termination Date (the “Restricted "Applicable Period”"), you will not the Executive shall not, without the prior written consent of the Company, directly or indirectlyindirectly engage in any business or activity, whether as an employee, officer, director, consultant, ownerpartner, managerprincipal, advisoragent, investorrepresentative, stockholder (other than as the holder of an interest of five percent (5%) or less in the equity of a publicly traded corporation) or other individual, corporate or representative capacity, or otherwise, in render any state in which the Group conducts business services or has customers (i) render provide any advice or services tosubstantial assistance to any business, person or otherwise assistentity, any personif such business, association, person or entity who is engagedentity, directly or indirectly, competes (or, to the Executive's knowledge after due inquiry, intends to compete or is preparing to compete during the Applicable Period in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest United States in any person, associationmaterial manner with (i) the Company, or any entity who is engageddirectly or indirectly controlled by, controlling or under common control with the Company, or any corporation or other entity acquiring, directly or indirectly, in all or substantially all the Restricted Business assets and business of the Company, whether by operation of law or otherwise (an "Affiliate") (ii) any then-current material product, service or business of the Company or any Affiliate of the Company or (iii) carry on any material product, service or business which is under serious consideration by the Company or any Affiliate of the Company as of the Termination Date or at any time during the twelve (12) month period prior thereto. If the Executive's employment shall be in any way engagedterminated (x) by the Company other than for Cause or Disability or (y) by the Executive for Good Reason, concerned or interested in or have business dealings with the Restricted Business. For then for purposes of this sectionSection 10(a) only, “Restricted Business” means the business of researching intoApplicable Period shall terminate upon the Termination Date, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of and the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing restrictions contained in this Section 7 10(a) shall prohibit you from owning thereupon be of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf no further force or on behalf of otherseffect. You agree The parties hereto recognize that the Restricted Period shall laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the potential restrictions on the Executive's activities imposed by this Section be extended by a period equal reasonable in both duration and geographic scope and in all other respects. It is also the length intention of any violation the parties that the provisions of this Section 7.3be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, and that in the event that any provision of this Section shall, for any reason, be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof, and such invalid or unenforceable provision shall be construed by limiting it so as to be valid and enforceable to the fullest extent permissible under applicable law. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction.

Non-Competition. During the period commencing on the Effective Date and ending on the second anniversary following the termination of your employment with for any reason (whether during or upon expiration of the Company and for a period of one (1Term) year thereafter (the “"Restricted Period”"), you will not (except as an officer, director, stockholder, member, manager, employee, agent or consultant of Paramount) directly or indirectly, whether own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, officer, director, agent or consultant, owner, manager, advisor, investoror in any other individual or representative capacity whatsoever, or otherwiseuse or permit your name to be used in connection with, or be otherwise connected in any manner with any business or enterprise engaged in the institutional pharmacy business in any state in the United States in which the Group conducts is then engaged or planning to engage in the institutional pharmacy business (any such business or has customers enterprise, a "Competitive Enterprise"); provided that the foregoing restriction shall not be construed to prohibit the ownership by you together with your affiliates and associates, as the case may be, of not more than two percent (i2%) render advice of any class of securities of any corporation that is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or services toin the over-the-counter market, or otherwise assistprovided further, any personthat such ownership represents a passive investment and that you together with your affiliates and associates, association, or entity who is engaged, either directly or indirectly, do not manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in its business other than exercising your rights as a shareholder, or seek to do any of the foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Company to cure such non-payment after thirty (30) days' prior written notice. Notwithstanding anything to the contrary in this Agreement or any other document or instrument, except as expressly set forth in the Restricted Business; (ii) hold a 2.5% preceding sentence, no breach or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in failure to perform on the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are part of the same Paramount or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which any of its affiliates shall relieve you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in obligations under this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.37.

Non-Competition. During your the Executive’s employment and if the Executive’s employment with the Company terminates, for a period of three years following a CIC Termination and for a period of one two years following a Voluntary Termination (1) year thereafter (the “Restricted Period”as defined below), you will not the Executive shall not, directly or indirectly, within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, officer, director, consultant, ownerpartner, managerprincipal, advisoragent, investorrepresentative, stockholder, director or otherwise, in any state in other capacity, if on the effective date of termination of the Executive’s employment with the Company, such Competing Entity develops, manufactures, sells or distributes any product or products that (a) compete with any product or products sold by the Company or any Affiliate thereof (or to the Executive’s knowledge are planned for sale or distribution by the Company or its Affiliates within six (6) months following the effective date of Executive’s termination of employment with the Company) for which the Group conducts business Executive had primary responsibility for any aspect of such product(s) or has customers where the Executive would perform substantially similar employment functions to those performed at the Company, and (ib) render advice represent, individually or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Businessaggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; (ii) hold provided, however, that the Executive’s ownership of not more than 2% of the stock of any publicly-traded corporation shall not be a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes violation of this sectionSection 4.1. As used herein, “Restricted BusinessCompeting Entity” means the business of researching intoany business, developingperson or entity, manufacturingand any Affiliates thereof, distributingwhich develops, sellingmanufactures, supplying or otherwise dealing sells and/or distributes products that are competitive with Restricted Products. “Restricted Products” means any products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied and/or distributed by the Group Company and with which you were directly connected during your any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or its predecessor disability (as defined under the Company’s Long Term Disability or about which you have received other applicable plan, program or developed Proprietary Information by reason of your policy). The Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment with and that the Company or its predecessoragreement not to compete will in no way prevent him from earning a living. Notwithstanding The Executive understands and agrees that the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained rights and obligations set forth in this Section 7 4.1 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that survive the Restricted Period shall be extended by a period equal the length of any violation termination of this Section 7.3Agreement.

Non-Competition. During your employment with As described in Section 13(a) above, the Company and for a period of one (1) year thereafter (will provide Executive with confidential information during the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes term of this sectionAgreement. In exchange for the provision of this confidential information, “Restricted Business” means and as a part of and aid to the business enforcement of researching intoExecutive’s obligations to keep such information confidential, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group Executive agrees that has multiple lines of business provided that, during the Restricted Period, you are employed the Executive will not, within or with respect to the geographical area of the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for a or otherwise competes with either the Company’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be carried out by the Company or any of its Affiliates, (y) any business unit (including by the Executive or in association with any Person) that provides services or products to any current or former customer of the Company or its Affiliates that are similar to or competitive with the services or products provided by the Company or its Affiliates to such competitor current or former customers or (z) any activity that is not engaged or otherwise involved in competition with the Restricted Business. Nothing contained Company’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 7 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit you the Executive from owning securities having no more than 2% of the outstanding voting power of any publicly traded competitor, or participating as a passive investor in a private investment interest of fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2.52% in a company with of any publicly traded equity securities, and whether on your own behalf or on behalf of otherscompany engaged in the Company’s Business. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3.9

Non-Competition. During your employment with The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the Company Group has substantial relationships with its customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company Group, and (vi) the Executive has generated and will continue to generate goodwill for the Company Group in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter (thereafter, the “Restricted Period”)Executive agrees that the Executive will not, you will not directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, officer, director, consultant, owner, manager, advisor, investor, independent contractor or otherwise, in any state in which the Group conducts business and whether or has customers (inot for compensation) or render advice or services to, or otherwise assist, to any person, associationfirm, corporation or entity who is engaged, directly or indirectlyother entity, in whatever form, engaged in competition with any member of the Restricted Business; (ii) hold a 2.5% Company Group or greater equity, voting or profit participation interest in any personother material business in which any member of the Company Group is engaged on the date of termination or in which they have demonstrably planned, associationon or prior to such date, to be engaged in on or entity who is engaged, directly or indirectlyafter such date, in the Restricted Business or (iii) carry on or be any locale of any country in which any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are member of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Company Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorconducts business. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 nothing herein shall prohibit you the Executive from owning of being a passive investment interest owner of not more than 2.5% one percent (1%) of the equity securities of a publicly traded corporation engaged in a company business that is in competition with publicly traded equity securitiesa member of the Company Group, and whether on your own behalf or on behalf so long as the Executive has no active participation in the business of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3such corporation.

Non-Competition. During your To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the Employee’s employment with the Company and for a period of one (1) year thereafter (thereafter, regardless of the “Restricted Period”)reason for termination of employment, you the Employee will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagednot, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or greater equityotherwise, voting carry on, operate, manage, control, or profit participation interest become involved in any personmanner with any business, operation, corporation, partnership, association, agency, or other person or entity who which is engagedin the same business as the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has plans or has projected to operate during the Employee’s employment with the Company, including any area within a 50-mile radius of any such location. The foregoing shall not prohibit the Employee from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after the Employee’s employment with the Company has terminated, upon receiving written permission by the Board, the Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of the Company, in the location in question. To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the term of the Employee’s employment with the Company and for a period of one year thereafter, regardless of the reason for termination of employment, the Employee will not, directly or indirectly, in either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away current or prospective customers (including, without limitation, any customer with whom the Restricted Business Company, or any subsidiary or affiliate of the Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the six-month period preceding the Employee’s last day of employment with the Company; or (iii) carry on or be has included as a prospect in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are its applicable pipeline) of the same Company, or materially similar kind as the products any subsidiary or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor affiliate of the Group Company. The Company and the Employee agree that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing restrictions contained in this Section 7 shall prohibit you from owning noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company’s business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a passive investment interest court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of not more than 2.5% in a company with publicly traded equity securitiesthis Agreement. If any such provision, and whether on your own behalf or on behalf any part thereof, is held to be unenforceable because of others. You the scope, duration, or geographic area covered thereby, the parties agree that the Restricted Period court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be extended by a period equal enforced. The parties agree and acknowledge that the length breach of this noncompetition covenant will cause irreparable damage to the Company, and upon breach of any violation provision of this noncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or other equitable relief; provided, however, that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). Should the Employee violate the provisions of this noncompetition covenant, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for the period of time from which the Employee began such violation until he permanently ceases such violation. Notwithstanding anything to the contrary in this Agreement, if the noncompetition covenant is adjudged to be invalid or unenforceable, or if it is substantially reduced in scope or geographic area, and if Employee then performs services in any capacity in competition with the Company, then the Company shall have no severance compensation obligations to Employee under Section 7.38 of this Agreement.

Non-Competition. During your employment with As a material inducement for Buyer to enter into this Agreement and to consummate the Company Transaction, Seller hereby covenants and for a agrees that during the period beginning on the Closing Date and ending on the third (3rd) anniversary of one the Closing Date, Seller shall not (1) year thereafter (the “Restricted Period”and shall cause its Subsidiaries not to), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, as a proprietor, partner, shareholder or member, individually or jointly or on behalf of or in concert with any Person, (a) engage in any wireless mobile business within the Wireless Network Coverage Area (a “Competing Business”) or (b) compile, create or use for the purpose of selling wireless mobile merchandise or services within the Wireless Network Coverage Area in connection with a Competing Business, or sell, transfer or otherwise convey to any Third Party, a list of customers who purchased, leased or used any Sprint PCS Products and Services (as defined in the Restricted Business; Management Agreement). Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates shall be prohibited from (iiA) hold acquiring or owning (by way of merger, consolidation, asset sale or otherwise) up to five percent (5%) in the aggregate of the outstanding stock of any corporation that is engaged in a 2.5% Competing Business and publicly traded on a national securities exchange or greater equity, voting or profit participation interest in any person, associationthe over the counter market, or entity who is engaged, directly or indirectly, up to five percent (5%) in the Restricted aggregate of a private entity that is engaged in a Competing Business in each case through passive investments or (iiiB) carry on acquiring or be owning any Person, asset or business (by way of merger, consolidation, asset sale or otherwise) that is engaged in any way engageda Competing Business (and thereafter engaging in such Competing Business) so long as the revenues attributable to such Competing Business at the time of such acquisition constitute less than twenty-five (25%) of the aggregate revenues of such Person, concerned assets or interested business. Further, notwithstanding anything to the contrary set forth in or have business dealings with this Agreement, the Restricted Business. For purposes of restrictions set forth in this sectionSection 5.14 shall not apply to, and “Restricted Competing Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means shall not include any products or services which are delivered utilizing fixed wireless networks, cable networks, fiber networks or wireline networks, in each case, whether now or in the future or the Seller’s cell towers segment. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply outside of the same Wireless Network Coverage Area or materially similar kind as the products or services to any Third Party (including but not limited to technical such Third Party’s Affiliates other than Seller and product supportits Subsidiaries) that acquires (by way of merger, professional servicesconsolidation, technical advice asset sale or otherwise) Seller, any of its Affiliates or any of their respective assets or businesses. The Parties acknowledge and other customer services) researched into, developed, manufactured, distributed, sold or supplied by agree that the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing restrictive covenants contained in this Section 7 shall prohibit you from owning of 5.14 are reasonable in duration and geographic scope and protect a passive investment valid business interest of not more than 2.5% in a company with publicly traded equity securities, Buyer and whether on your own behalf or on behalf of othersits Affiliates. You agree The Parties recognize that the Restricted Period shall be extended by a period equal the length of irreparable damage will result to Buyer and its Affiliates from any violation of this Section 7.35.14 and that the extent of such damage would be difficult if not impossible to calculate. Accordingly, the Parties expressly agree that, in addition to any and all other remedies available to Buyer and any of its Affiliates for any such violation, any of them shall have the right to the remedies set forth in Section 12.6. The existence of any Proceeding by Seller against Buyer, whether predicated on the Management Agreement or otherwise, is not a defense to Buyer’s enforcement of this Section 5.14. Notwithstanding anything contained herein to the contrary, and if and only if a provision of this type contained in this Section 5.14 is enforceable in the jurisdiction in question, if any one or more of the provisions contained in this Section 5.14 is for any reason held to be excessively broad as to duration, geographical scope, activity or subject, such provisions will be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law in such jurisdiction as it then appears.

Non-Competition. During your employment with Executive acknowledges that he has been provided and will continue to be provided trade secret information of the Company in connection with his duties as an employee and for officer of the Company. In order to prevent the misuse of trade secret information and in consideration of a period portion of one the payments being provided to Executive under Sections 3.B(ii), (1iii) year thereafter and (vi) and a portion of the “accelerated vesting provided under Sections 3.B.(v) and 3.C, Executive agrees that throughout the Restricted Period”), you will not Executive shall not, anywhere in the world, directly or indirectlyindirectly (i) engage without the prior express written consent of the Company, in any business or activity, whether as an employee, officer, director, consultant, ownerpartner, managerprincipal, advisoragent, investorrepresentative, stockholder (except as a holder of less than 2% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or otherwiserender any services or provide any advice to any business, in any state in which the Group conducts business activity, person or has customers (i) render advice entity, if Executive knows or services toreasonably should know that such business, activity, service, person or otherwise assist, any person, association, or entity who is engagedentity, directly or indirectly, competes in any material manner with the Restricted Business; or (ii) hold a 2.5% meaningfully assist, help or greater equityotherwise support, voting or profit participation interest in without the prior express written consent of the Company, any person, associationbusiness, corporation, partnership or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 2% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or entity who is engagedto develop, enhance or otherwise further, any business or activity if Executive knows or reasonably should know that such business or activity, directly or indirectly, in the Restricted Business or (iii) carry on or be indirectly competes in any way engaged, concerned or interested in or have business dealings material manner with the Restricted Business. For purposes of this sectionSection 13, the term “Restricted Business” means shall refer to the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Productsthe Company as then presently conducted and as conducted on the Date of Termination. “Restricted Products” means products or services which are As of the same or materially similar kind as date of this Agreement, the products or services (including but not limited to technical business of the Company, generally, involves the development, manufacture and product supportdistribution of medical equipment for treating, professional servicesdiagnosing, technical advice and managing sleep-disordered breathing and other customer services) researched intorespiratory disorders. Executive acknowledges that the restrictions set forth in this section 13.A. do not have the effect of preventing him from practicing his profession, developedtrade or business, manufacturedand they do not impose a financial hardship upon him. Executive agrees that, distributed, sold or supplied by the Group and with which you were directly connected during your employment with in addition to any other remedies available to the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with under applicable law, in the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning event of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation breach of this Section 7.3.13.A.: (1) Executive shall immediately return (or otherwise pay) to the Company the twenty percent (20%) of the payments made under Sections 3.B(ii), (iii) and (vi); and (2) twenty percent (20%) of all unexercised options, all shares of restricted stock and all other equity awards vested pursuant to Sections 3.B.(v) and 3.C shall be surrendered by Executive and cancelled (or as to shares sold, the then current value of such shares shall be paid by Executive to the Company; and (3) with respect to twenty percent (20%) to any options vested pursuant to Section 3.B(v) and 3.C that were exercised, Executive shall pay to the Company an amount equal to the difference between the exercise price and the closing price of such shares on the date of exercise multiplied by the number of shares subject to the options exercised. Executive acknowledges that twenty percent (20%) of the payment required under Sections 3.B (ii), (iii) and (vi) and twenty percent (20%) of the accelerated vesting provided for under Section 3.B(v) and 3.C are provided to executive solely in exchange for his agreement under this Section 13.A.

Non-Competition. During your employment with the Company and Executive agrees that for a period of one twelve (112) year thereafter months after termination of his employment (the “Restricted "Non-Competitive Period”"), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedExecutive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the Restricted Business; (ii) hold a 2.5% research, development, testing, design, manufacture, sale, lease, marketing, utilization or greater equityexploitation of any products or services which are designed for the same purpose as, voting are generically the same as, or profit participation interest are otherwise competitive with, products or services of the Company, in existence or under development, in any persongeographic area where, associationat the time of termination of his employment hereunder, the business of the Company was being conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity who is engagedcontrolled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, in for himself, themselves, or for any other person or entity, any employee or consultant of the Restricted Business Company or (iii) carry on any of its affiliates, or be in request or cause any way engaged, concerned employee or interested in consultant of the Company or have business dealings with the Restricted Business. For purposes any of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products its affiliates to terminate his employment or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or any of its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessoraffiliates. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor If any portion of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained restrictions set forth in this Section 7 5 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of othersthereby be adversely affected. You agree Executive declares that the Restricted Period territorial, time limitations and scope of activities restricted as set forth in this Section 5 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. The existence of any claim or cause of action by Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants, but such claim or cause of action shall be extended by a period equal the length of any violation of this Section 7.3litigated separately.

Non-Competition. During your employment with the Company term of this Agreement, and for a period of one year following the termination of this Agreement (1) year thereafter (the “Restricted Period”except as provided below), you the Executive Chairman will not not, without the prior written consent of the Company, which may be withheld at the Company’s sole discretion, directly or indirectly, for the Executive Chairman’s own benefit or for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in any business or part thereof that develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company, in each case at any time during the period the Executive Chairman is the Executive Chairman of the Board (the “Business”); (ii) own, finance, or invest in (except as the holder of not more than one percent of the outstanding stock of a publicly-held company) any Business, or (iii) participate in, render services to, or assist any person or entity that engages in or is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor, partner, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in ) (x) which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of involves the same or materially similar kind as types of services the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by Executive Chairman performed for the Group and with which you were directly connected Company at any time during your employment the Executive Chairman’s engagement with the Company or its predecessor (y) in which the Executive Chairman could reasonably be expected to use or about which you disclose Confidential Information. Notwithstanding anything to the contrary contained in this Agreement, the Current Affiliates (as defined in Exhibit B, attached hereto and incorporated by reference), individually and collectively, are deemed not to be a Business and this Section 7.2 shall not apply to the Executive Chairman with respect to any interest, position, employment, affiliation or relationship the Executive Chairman has or may have received in or developed Proprietary Information by reason with any of your employment the Current Affiliates and the Executive Chairman may maintain interests in and continue affiliations and relationships with the Company or its predecessorCurrent Affiliates. Notwithstanding In addition, but without limiting the generality of the foregoing, with prior written consent from except for the Company which shall not be unreasonably withheld, you may accept employment Executive Chairman’s current or otherwise be engaged future interest in or involved position, employment, affiliation or relationship with a competitor of Thrive Sciences, Inc. or other Current Affiliates and except as otherwise agreed to in writing by the Group that has multiple lines of business provided thatCompany, the Executive Chairman covenants and agrees during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation term of this Section 7.3Agreement not to enter into any consulting or employment relationship in the field of NGS assays and in vitro diagnostics with any third party commercial entity.

Non-Competition. During your employment with Subject to the Company and for a period provisions of one Section 3.2, Employee agrees that during the Non-Competition Period (1) year thereafter (the “Restricted Period”as hereinafter defined), you he will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedmanner, directly or indirectly, except as specifically contemplated by the terms of his employment or expressly set forth in this Agreement, (i) be employed by, engaged in or participate in the Restricted Business; (ii) hold a 2.5% ownership, management, operation or greater equitycontrol of, voting or profit participation interest act in any personadvisory or other capacity for, association, any entity which now or entity who is engagedat any time during the Non-Competition Period engages in any business activity competitive, directly or indirectly, with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the Restricted Business future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such area to other unaffiliated entities, (ii) solicit or divert from CCL or any of its subsidiaries or divisions any business or any customer, or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (18) months immediately preceding such date of solicitation or diversion, or assist any person, firm or corporation in doing so or attempting to do so, or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your his own behalf or on behalf of others. You agree that any person or entity, directly or indirectly, hire or solicit the Restricted Period shall be extended by a period equal the length employment or other retention of any violation employee or consultant who was employed or retained by CCL or any of its subsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any class or series of equity securities of any entity which is publicly traded so long as Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the voting rights or equity ownership of such entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to have existed at the time of termination of Employee's employment if (i) within three (3) months after the termination of Employee's employment, CCL or any of its subsidiaries or divisions shall not have entered into a letter of intent or made a public announcement of intention to engage in business in such geographical area or (ii) within one (1) year after the termination of Employee's employment, CCL or any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business in such geographical area. The provisions of this Section 7.3 shall extend for the Term and survive the Term for eighteen (18) months after the end of the Term; provided, however, that in the case of a termination of employment pursuant to the provisions of Section 6.1, the provisions of this Section 7.3 shall extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that in the case of a termination of employment pursuant to the provisions of Sections 6.3, the provisions of this Section 7.3 shall extend until the last payment of Base Salary is made pursuant to Section 6.3(A) (the period described in this sentence is referred to herein as the "Non-Competition Period").

Non-Competition. During your employment with the Company and for a period Non-Competition Period, Executive shall not, without the prior written consent of one (1) year thereafter (the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedauthorized officer of Vishay, directly or indirectly, own, manage, operate, join, control, participate in, invest in the Restricted or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (iiA) hold owning five percent (5%) or less of the stock or other securities of a 2.5% or greater equitypublicly held corporation, voting or profit participation interest so long as Executive does not in any person, associationfact have the power to control, or entity who direct the management of, and is engagednot otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in the Restricted Business or (iii) carry on otherwise be connected or be associated with, in any way engagedmanner, concerned any Competing Business, provided that Executive shall not, directly or interested in or indirectly, have business dealings with the Restricted Business. For purposes of this sectionany responsibility whatsoever for, “Restricted Business” means the business of researching intoprovide any services whatsoever to, developing, manufacturing, distributing, selling, supplying or otherwise dealing be connected or associated with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorsuch Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (A) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the prior written consent from the Company of Vishay, which consent shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3held.

Non-Competition. During your employment with In view of the unique and valuable services it is expected Executive will render to the Company, and the knowledge of the technology, trade secrets, and other proprietary information relating to the business of the Company and for a period its clients and suppliers that it is expected Executive will obtain, and in consideration of one (1) year the compensation to be received hereunder, Executive agrees that during the Employment Period and thereafter (until the “Restricted first anniversary of the termination of the Employment Period”), you he will not directly or indirectlynot, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, anywhere in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedworld, directly or indirectly, for his own benefit or for, with, or through any other person, firm, or corporation, a) own, manage, operate, control, loan money to, or participate in the Restricted Business; (ii) hold ownership, management, operation, or control of, or be connected as a 2.5% director, officer, employee, partner, consultant, agent, independent contractor, or greater equityotherwise with, voting or profit participation interest acquiesce in the use of his name by, any person, associationcorporation, organization or other business entity who that is engaged, directly or indirectly, engaged in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying selling or otherwise dealing with Restricted Products. “Restricted Products” means providing human infertility treatments or products or services which are is otherwise engaged in a business similar to any business of the same Company; b) reveal the name of, solicit or materially similar kind as the products interfere with, or services (including but not limited endeavor to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent entice away from the Company which shall any of its suppliers, clients, or employees; or c) employ any person who was an employee of the Company within a period of one year after such person leaves the employ of the Company, provided, however, that the provisions of this Section 7 will not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor deemed breached merely because Executive owns not more than 1% of the Group that has multiple lines outstanding common stock of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor corporation that is not engaged or otherwise involved with registered under the Restricted BusinessSecurities Exchange Act of 1934, as amended. Nothing Executive agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall prohibit you from owning is deemed to be invalid, illegal, or unenforceable by reason of a passive investment interest of not more than 2.5% in a company the extent, duration, or geographical scope hereof, or otherwise, then the court making such determination has the right to reduce the extent, duration, geographical scope, or other provisions hereof as may be necessary to comply with publicly traded equity securitiesand be enforceable under applicable law, and whether on your own behalf or on behalf of others. You agree that the Restricted Period restriction, in its reduced form, shall be extended by a period equal enforceable in the length of any violation of manner contemplated hereby. As used in this Section 7.37, "Company" shall include the Company and its direct and indirect subsidiaries.

Non-Competition. During your (a) Executive agrees that during his employment with by the Company (which shall be deemed to include the period in which Executive is receiving any payments set forth in Section 9(h) hereto), and for a period of one (1l) year thereafter after the termination of Executive’s employment hereunder (or, if applicable, after the final severance payment) (the “Restricted Non-Competitive Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedExecutive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the Restricted Business; (ii) hold a 2.5% research, development, testing, design, manufacture, sale, lease, marketing, utilization or greater equityexploitation of any products or services which are designed for the same purpose as, voting are similar to, or profit participation interest are otherwise competitive with, products or services of the Company or any of its subsidiaries, in any persongeographic area where, associationat the time of the termination of his employment hereunder, the business of the Company or entity who any of its subsidiaries was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engagedengaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, directly or indirectly, in during the Restricted Business Non-Competitive Period, (i) request or (iii) carry on cause contracting parties, suppliers or be in customers with whom the Company or any way engaged, concerned of its subsidiaries has a business relationship to cancel or interested in or have terminate any such business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment relationship with the Company or any of its predecessor subsidiaries or about which you have received or developed Proprietary Information by reason of your employment with (ii) solicit, interfere with, entice from the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment hire any employee (or otherwise be engaged in or involved with a competitor former employee) of the Group that has multiple lines of business provided thatCompany, during the Restricted Period, you are employed by or provide services for a business unit of cause or encourage any other person or entity to take any such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3action.

Non-Competition. During your At all times during the Executive’s employment with the Company or any affiliate during the Term, and for a period of one twelve (112) year thereafter months following the termination during the Term of employment with the Company or any affiliate for any reason (or twenty-four (24) months in the case of termination following a Change in Control) (the “Restricted Period”), you the Executive will not engage in Competition (as defined below) with the Company. For purposes of this Agreement, “Competition” shall mean engaging in, or otherwise directly or indirectlyindirectly being employed by, whether or acting as an employeea consultant or adviser (paid or unpaid) to, or being a director, officer, directoremployee, consultantprincipal, owneragent, managerstockholder, advisormember, investor, owner or otherwise, in any state in which the Group conducts business or has customers partner of (i) render advice Boeing, Lockheed, Alcatel Space or Astrium, (ii) PanAmSat, SES Astra, Intelsat, New Skies Satellites, (iii) any business similar to the businesses described in clause (i) or (ii) above that competes with the services toprovided by the Company, (iv) any business that competes with a business that the Company engages in as of the date of the Executive’s termination of employment with the Company, as described or otherwise contemplated in the Company’s business plan for the year of such termination of employment, or otherwise assist(v) any business that competes with a business that the Company is, to the knowledge of the Executive, preparing to engage in as of the date of the Executive’s termination of employment with the Company, and any persontransferee of or successor to any of the foregoing businesses; provided, associationhowever, that the foregoing shall not prevent or entity who is engagedbe violated by the Executive’s service in a non-competitive portion of a company or business enterprise in Competition with the Company or, as a result thereof, owning compensatory equity in such a company or business enterprise in Competition with the Company; and further provided, however, that the prohibition of clauses (i) and (ii) above shall apply only so long as such entities compete with the services provided by the Company. Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, own, solely as an investment, securities of a business enterprise in Competition with the Restricted Business; Company or its subsidiaries which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling person of or a member of a group which controls such business enterprise and (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engageddoes not, directly or indirectly, in the Restricted Business own five percent (5%) or more of any class of securities of such business enterprise or less than five percent (iii5%) carry on or be in any way engagedmutual fund, concerned private equity fund, hedge fund or interested in or have business dealings with the Restricted Business. For purposes of this sectionsimilar collective investment, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind so long as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that Executive’s investment is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3passive.

Non-Competition. During your employment with Subject to the Company and for a period provisions of one Section 3.2, Employee agrees that during the Non-Competition Period (1) year thereafter (the “Restricted Period”as hereinafter defined), you she will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedmanner, directly or indirectly, except as specifically contemplated by the terms of her employment or expressly set forth in this Agreement, (i) be employed by, engaged in or participate in the Restricted Business; (ii) hold a 2.5% ownership, management, operation or greater equitycontrol of, voting or profit participation interest act in any personadvisory or other capacity for, association, any entity which now or entity who is engagedat any time during the Non-Competition Period engages in any business activity competitive, directly or indirectly, with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the Restricted Business future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such area to other unaffiliated entities, (ii) solicit or divert from CCL or any of its subsidiaries or divisions any business or any customer, or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (18) months immediately preceding such date of solicitation or diversion, or assist any person, firm or corporation in doing so or attempting to do so, or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your her own behalf or on behalf of others. You agree that any person or entity, directly or indirectly, hire or solicit the Restricted Period shall be extended by a period equal the length employment or other retention of any violation employee or consultant who was employed or retained by CCL or any of its subsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any class or series of equity securities of any entity which is publicly traded so long as Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the voting rights or equity ownership of such entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to have existed at the time of termination of Employee's employment if (i) within three (3) months after the termination of Employee's employment, CCL or any of its subsidiaries or divisions shall not have entered into a letter of intent or made a public announcement of intention to engage in business in such geographical area or (ii) within one (1) year after the termination of Employee's employment, CCL or any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business in such geographical area. The provisions of this Section 7.3 shall extend for the Term and survive the Term for eighteen (18) months after the end of the Term; provided, however, that in the case of a termination of employment pursuant to the provisions of Section 6.1, the provisions of this Section 7.3 shall extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that in the case of a termination of employment pursuant to the provisions of Sections 6.3, the provisions of this Section 7.3 shall extend until the last payment of Base Salary is made pursuant to Section 6.3(A) (the period described in this sentence is referred to herein as the "Non-Competition Period").

Non-Competition. During your employment Employee hereby expressly covenants and agrees that he shall not, without the express written consent of the Company, for his own account or jointly with any other person, during the Company Term of this Agreement and for a period of one (1) year thereafter (the “Restricted Period”)thereafter, you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in for any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedreason, directly or indirectly, (i) establish or manage any business, or enter into the employ of, or render any services to, any person, firm or corporation engaged in the Restricted Businessbusiness of providing services as an Internet service provider ("ISP"); (ii) hold a 2.5% or greater equityown, voting or profit participation interest in any personmanage, associationoperate, join, control, loan money to, invest in, or entity who otherwise participate in, or be connected with, or become or act as an officer, employee, consultant, representative or agent of any business, individual, partnership, firm or corporation (other than the Company) which is engaged, directly a customer of the Company or indirectly, in was at any time during the Restricted Business Term of this Agreement a customer of the Company ("Competitive Activities"); or (iii) carry on or be in any way engaged, concerned or interested intervene in or have business dealings interfere with any relationships between the Restricted Business. For purposes Company and its vendors or customers (including potential customers identified by the Company during the Term of this sectionAgreement) or disrupt its customer markets, “Restricted Business” means anywhere in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services world in which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the conducts Company or its predecessorbusiness. Notwithstanding the foregoing, the Employee may at any time own, solely as an inactive investor, securities of any entity, whether or not in competition with prior written consent from the Company which shall Company, if (i) such securities are publicly traded on a nationally-recognized stock exchange or on NASDAQ, and (ii) the aggregate holdings of such securities by the Employee and his immediate family do not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor exceed two percent (2%) of the Group that has multiple lines voting power or two percent (2%) of business provided that, during the Restricted Period, you are employed by or provide services for a business unit capital stock of such competitor entity. Company and Employee agree that is not engaged or otherwise involved with the Restricted Business. Nothing restrictions set forth hereinabove are intended to prohibit post-termination employment of Employee which would unfairly disadvantage Company as an ISP and nothing contained in this Section 7 herein shall prohibit you be interpreted to bar Employee from owning of employment as a passive investment interest of not more than 2.5% President and Chief Operating Officer in a company with publicly traded equity securitieswhich does not provide services as an ISP or is not a customer of Company, and whether on your own behalf with respect to any such companies as may be competitors or on behalf customers of others. You agree that the Restricted Period shall be extended by Company, Company will consider Employee's written request for a period equal the length of any violation waiver of this Section 7.3provision on a case by case basis.

Non-Competition. During your the Term and (i) for a three (3) year period following a termination of the Executive’s employment with by the Company and for Cause or a period voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of one (1) year thereafter (the “Restricted Period”)Executive’s employment by the Executive with Employee Good Reason or by the Company without Cause, you will the Executive shall not directly or indirectly, whether individually, as an employee, officer, a director, consultantmanager, member, stockholder, partner, owner, manageremployee, advisor, investorconsultant or agent of any business, or otherwise, in any state other capacity, other than on behalf of the Company or an affiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in which the Group conducts association with any person, firm, corporation or business or has customers (i) render advice or services toorganization), or otherwise assist, assist any person, association, person or entity who is engagedthat engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in the Restricted Business; (iiA) hold a 2.5% or greater equitydesigning, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developingengineering, manufacturing, distributingselling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, sellingengineers, supplying manufactures, sells or otherwise dealing with Restricted Products. “Restricted Products” means products distributes on or services which are prior to the termination of the same Executive’s employment (the “Business”) or materially (B) in providing services that are similar kind to, may be used as substitutes for or are in competition with the products or services (including but not limited to technical and product supportBusiness, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by anywhere in the Group and with world in which you were directly connected during your employment with the Company or any of its predecessor subsidiaries engages or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorproposes to engage in such Business. Notwithstanding the foregoing, with prior written consent nothing in this Agreement shall prevent the Executive from the Company which shall owning for passive investment purposes not be unreasonably withheldintended to circumvent this Agreement, you may accept employment or otherwise be engaged in or involved with a competitor less than five percent (5%) of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length securities of any violation competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of this Section 7.3the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During your The Executive acknowledges and agrees that (i) the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to Proprietary Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (iii) in the course of the Executive’s employment by or service with a competitor, the Executive would inevitably use or disclose such Proprietary Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Executive has had and will continue to have access to these customers, and (v) the Executive has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of Executive’s service. Accordingly, during the Executive’s employment with the Company and Group and, to the extent permitted under the laws of the State of Washington, for a the twelve (12) month period following the date of one (1) year thereafter (Executive’s termination of employment for any reason, the “Restricted Period”)Executive agrees that the Executive will not, you will not directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, officer, director, consultant, owner, manager, advisor, investor, independent contractor or otherwise, in any state in which the Group conducts business and whether or has customers (inot for compensation) or render advice or services to, or otherwise assist, to any person, associationfirm, corporation or entity who is engaged, directly or indirectlyother entity, in the Restricted Business; (ii) hold a 2.5% or greater equitywhatever form, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, engaged in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted BusinessTerritory. For purposes The foregoing limitation shall include the Executive providing services or advice to a person or company, or pursuing on the Executive’s own behalf, with respect to the review, analysis or diligence of this sectiona Restricted Business in connection with an investment, acquisition, merger, corporate transaction or otherwise. “Restricted Business” means (i) any business or enterprise for whom the following businesses constitutes a majority (at least 51%) of the Company’s revenue (based on its latest annual consolidated financial statements): – (a) that develops and operates cryptocurrency mining data center facilities, and/or provides cryptocurrency mining hosting services (for avoidance of doubt, this excludes general data center facilities), and/or (ii) any business in which the Company Group is engaged on the date of researching intothe Executive’s termination of employment which constitutes more than twenty percent (20%) of the Company’s revenue (based on its latest annual consolidated financial statements), developingand which at the time of the termination of the Executive’s employment for any reason shall not comprise more than 100 businesses, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Productswhich shall be named in a written list provided by the Company to the Executive). “Restricted ProductsTerritory” means products means, individually and collectively: (i) the geographic area(s) within a fifty (50) mile radius of (A) any and all Company Group location(s) in, to, or services for which are the Executive worked, to which the Executive was assigned or had any responsibility (either direct or supervisory) at the time of termination of the same Executive’s employment and at any time during the twelve (12) month period prior to such termination; and (B) all of the specific customer accounts, whether within or materially similar kind as outside of the products or services geographic area described in (including but not limited to technical and product supporti)(A) above, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected the Executive had any contact or for which the Executive had any responsibility (either direct or supervisory) at the time of termination of the Executive’s employment and at any time during your employment with the Company twelve (12) month period prior to such termination; and (ii) any city(ies), county(ies), parish(es), municipality(ies), province(s), or its predecessor state(s) of the United States (or about which you have received or developed Proprietary Information by reason similar geographic area of your employment with another country) that contain the Company or its predecessorgeographic area(s) described in subpart (i) above. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 nothing herein shall prohibit you the Executive from owning of being a passive investment interest owner of not more than 2.5% five percent (5%) of the equity securities of a publicly traded corporation engaged in a company business that is in competition with publicly traded equity securitiesthe Company, and whether on your own behalf or on behalf so long as the Executive has no active participation in the business of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3such corporation.

Non-Competition. During your In exchange for the promises set forth herein, including the consideration set forth in Paragraph 1, and in order to protect the Company’s goodwill and other legitimate business needs, during the Participant’s employment with the Company and/or its Affiliates and for a period one year following the Participant’s termination of one (1) year thereafter (employment for any reason, the “Restricted Period”), you Participant will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagednot, directly or indirectly, alone or jointly, with any person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or partially), possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged in business activities anywhere in the Restricted Territory that are competitive with the Business; , provided, however, if the Participant voluntarily resigns without Good Reason (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, as defined in the Restricted Business or Severance Plan), and not due to a Qualifying Retirement (iiias defined in the Retirement Policy), within three years following the Grant Date, this Paragraph 7(A) carry on or will only apply in the event the Company elects to make the payments set forth in Paragraph 7(E) subject the requirements of that Paragraph 7(E). Notwithstanding the foregoing, the Participant shall not be in prohibited from passively owning less than 1% of the securities of any way engaged, concerned or interested in or have business dealings with the Restricted Businesspublicly-traded corporation. For purposes of this sectionParagraph 7(A), “Restricted Territory” means anywhere in which the Company engages in Business and “Business” means the business of researching into, developing, manufacturing, distributing, (i) selling, supplying marketing, trading or otherwise dealing with Restricted Products. “Restricted Products” means products distributing liquefied natural gas and/or (ii) designing, permitting, constructing, developing or services which are operating liquefied natural gas facilities and/or (iii) trading natural gas on behalf of the same a liquefied natural gas facility or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorfacilities. Notwithstanding the foregoing, with prior written consent from the Company which Participant shall not be unreasonably withheldprohibited from being employed by, you or consulting for, an entity that has a division immaterial to the business of such entity in the aggregate, which division may accept employment compete with, or could assist another in competing with, the Company in the Business in the Territory (a “Competitive Division”), so long as the Participant is not employed in, and does not perform work for or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with to, the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Competitive Division.

Non-Competition. During your (a) The Executive acknowledges that, while serving Company, the Executive will have numerous, extensive and controlling contacts with the Company's customers and will provide unique and special services to the Company. The Company and the Executive acknowledge that the Executive will be privy to confidential information of the Company and its parent, subsidiary and affiliated companies and their customers and, therefore, if the Executive competes with the Company, the Company would suffer a considerable financial loss in that among other things it would lose the value of some or all of its good will. In consideration of employment with the Company under the terms of this Agreement, the Executive agrees that during the Term of Employment and for a period of one (1) year thereafter (thereafter, neither the “Restricted Period”)Executive nor any corporation, you will not directly partnership or indirectlyother entity controlled by, whether as an employee, officer, director, consultant, owner, manager, advisor, investorunder common control with, or otherwise, in any state in which presently controlling the Group conducts business or has customers Executive will (i) render advice in the northeast, travel, canvas or services toadvertise for, or otherwise assist, any personrender services to, associationbecome employed by, be a consultant to, or invest in any business entity who is engagedor with any individual engage in, or engage directly or indirectly in, any line or lines of business carried on or contemplated which, directly or indirectly, in the Restricted Business; (ii) hold is a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes competitor of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor parent, subsidiary and affiliated companies, (ii) solicit business or about which you have received otherwise deal directly or developed Proprietary Information by reason indirectly with any customers or persons who were employees of your employment with customers or vendors of the Company at any time, (iii) directly or indirectly divert or attempt to divert from the Company or its predecessor. Notwithstanding parent, subsidiary and affiliated companies, any business in which it has been engaged during the foregoingterm of the Executive's employment with the Company, or in which it might reasonably be expected to become engaged, (iv) directly or indirectly interfere or attempt to interfere with prior written consent from the relationships between the Company, its customers, employees of customers or vendors, and (v) directly or indirectly interfere or attempt to interfere with the relationship of employer-employee or principal and agent of any person bearing such relationship to the Company which or its parent, subsidiary and affiliated companies, nor directly or indirectly divert or attempt to divert any such person from employment or representation of the Company or its parent, subsidiary and affiliated companies; provided, however, that the Executive shall not be unreasonably withheld, you may accept employment or otherwise be engaged prohibited by the terms of this paragraph from investing in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from and owning of a passive investment interest of not more than 2.5% in a company with one percent (1%) of the outstanding shares of common stock of any corporation, the shares of which are publicly traded equity securitiespursuant to the Securities Exchange Act of 1934, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by and/or passively invest as a period equal the length of limited partner in any violation of this Section 7.3non-publicly traded security.

Non-Competition. During your employment with Contractor agrees that during the Company and term of this Agreement, and: (i) for a period of one three (13) year thereafter years from the date of this Agreement, Contractor shall not develop and/or sell risk management software to or for any person or entity in any industry; and (ii) for a period of two (2) years from the date of this Agreement, Contractor shall not, directly or indirectly: (A) perform services in the information security business as it relates to the health care provider industry (the “Business”) anywhere in the United States of America (the “Restricted PeriodTerritory”), you will not including providing funds for the same; (B) provide services routinely performed for customers or clients (“Customers”) (directly or indirectly) in the operation of the Business (“Services”) in the Restricted Territory; (C) solicit any customer of the Business for purposes of providing Services; (D) accept as a customer any Customer for purposes of providing Services; (E) induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; (F) employ, whether or engage as an employeeindependent contractor, officer, director, consultant, owner, manager, advisor, investor, any employee of the Company; (G) interfere with the business relationship between a Customer or otherwise, employee and the Company; or (H) encourage any person to engage in any state in which of the Group conducts business or has customers (i) render advice or services toforegoing activities, or otherwise assist, any person, association, or entity who is engagedincluding but not limited to providing financing, directly or indirectly, for any of the foregoing activities; provided, however, that the foregoing will not restrict the ability of the Contractor to purchase or otherwise acquire up to five percent of any class of securities of any enterprise (but without otherwise participating in the Restricted Business; (iiactivities of such enterprise) hold a 2.5% if such securities have been registered under Section 12(b) or greater equity12(g) of the Securities Exchange Act of 1934. Provided, voting or profit participation interest in any personfurther, associationthat, or entity who subject to the foregoing and the terms of the Purchase Agreement, if Xxxxx Xxxxxxx is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or presented with an unsolicited opportunity to perform services which would potentially be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3or the Purchase Agreement, Xx. Xxxxxxx shall notify the Company, at which point the parties shall work together in good faith to develop a workable solution.

Non-Competition. During your employment with the Company and for Seller shall not, at any time within a period of one five (15) year thereafter ---------------- period commencing immediately following the Closing (the “Restricted "Effective Period”"), you will not directly or indirectlyindirectly engage in, or have any interest in any person, firm, corporation or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, owner, manager, advisor, investor, contractor or otherwise) that engages in the design, development, marketing, manufacture and/or sale, in any state county or counties in any area throughout the world, of any product which is the Group conducts business same as or has customers directly competitive with any product manufactured, marketed or sold by the Company in any such area as of the date of Closing, for either the above- mentioned five-year period or for so long as the Company or any of its successors shall engage in any of such activities in any such area (whichever period is the lesser), it being expressly understood and agreed that the Buyer is purchasing the Shares for the purpose of causing the Company to continue to engage in such activities within such areas. Seller further agrees that during the Effective Period Seller will not (i) render advice divulge, communicate, use to the detriment of the Company or services any of its successors or for the benefit of any other person or persons, or misuse in any way, any confidential information, trade secrets, secret processes, know-how, customer lists, marketing strategies or other technical data, unless required by law; (ii) directly or indirectly, either for itself or for any other person, firm or other entity, divert or take away or solicit or attempt to divert or take away any present or former customers of the Company (provided that this provision shall not apply to the solicitation of such customers relating to a business activity that is not the same as or directly competitive with any activity of the Company); nor (iii) initiate any offer of employment to, or otherwise assist, in any person, association, or entity who is engagedother manner solicit the services of, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity person who is engaged, directly an employee of or indirectly, in service provider to the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are Company as of the same date hereof, unless Seller first obtains the Company's prior written consent or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment such person's relationship with the Company has been terminated for at least on full year prior thereto. Notwithstanding anything to the contrary hereinabove, nothing contained herein shall prevent Seller from acquiring (whether through a purchase of assets or its predecessor stock), at any time and from time to time during the last four years of the Effective period, one or about which you have received more businesses or developed Proprietary Information product lines from any third party(s), provided that the net sales of products of any such businesses or product lines so acquired that are the same as or directly competitive with any product manufactured, marketed or sold by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor as of the Group that has multiple lines date of business provided that, during Closing comprise less than ten percent (10%) of the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length total annual net sales of any violation such businesses or product lines as of this Section 7.3the acquisition date.

Non-Competition. During your employment with 8.1 Employee acknowledges that Employee's abilities and position in the financial services and securities industry are of a special, unique, unusual, extraordinary and intellectual character involving skill of the highest order and giving them peculiar value, and that Employee's knowledge of the Company's (and that of its Affiliates) trade secrets, client lists and other confidential information is so complete that the breach, or threatened breach, by Employee of the provisions of this Section 8 shall cause irreparable harm to the Company and its Affiliates, which harm cannot be fully redressed by the payment of damages to the Company or the Affiliates. Employee also acknowledges that the Business may be carried on anywhere within the United States and that, as a result, upon termination of the Employee's employment hereunder, it is a reasonable requirement that Employee refrain from engaging in a business competitive with the Business during the time period, within the geographical limits and under the circumstances set forth in this Section 8. Accordingly, Employee shall not, (1) during the initial or any extended term hereof or (2) upon the written request of the Company, for a period of one (1) year thereafter (six months following the “Restricted Period”)termination of the Employee's employment hereunder for any reason including without limitation termination upon the expiration of the initial or any extended term hereof, you will not in any manner, directly or indirectly, whether as an employee, officer, director, stockholder, partner, associate, employee, consultant, owner, manageragent, advisorcoventurer or otherwise (i) solicit, investorentice, encourage or otherwise attempt to procure or service by telephone or otherwise accounts for a business competitive with the Business from any customers (determined as at the date of termination) of the Company's (or of any Affiliate's) located within a 75 mile radius of the Company's main office at the address set forth above (the "Territory"), or (ii) be or become interested in or be associated, by employment or otherwise, in with any state in which the Group conducts other corporation, firm, business or has customers (i) render advice person located or services to, or otherwise assist, any person, association, or entity who is engagedengaged within the Territory in a business competitive with the Business. The Employee's ownership, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in three percent (3%) of the issued and outstanding voting stock of any corporation the shares of which are regularly traded on a company with publicly traded equity securities, and whether on your own behalf national securities exchange or on behalf the over-the-counter markets shall not be deemed to be a violation of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation provisions of this Section 7.3.8. As additional consideration for the Employee's performance of the covenants provided in this Section 8.1 relating to any six-month period following the termination of the Employee's employment hereunder, but only for so long as the Employee shall continue to perform such covenants, the Company shall pay the

Non-Competition. During your the Executive's employment with the --------------- Company and for a period of one (1) year thereafter after the Termination Date (the “Restricted "Applicable Period”"), you will not the Executive shall not, without the prior written consent of the Company, directly or indirectlyindirectly engage in any business or activity, whether as an employee, officer, director, consultant, ownerpartner, managerprincipal, advisoragent, investorrepresentative, stockholder (other than as the holder of an interest of five percent (5%) or less in the equity of a publicly traded corporation) or other individual, corporate or representative capacity, or otherwise, in render any state in which the Group conducts business services or has customers (i) render provide any advice or services tosubstantial assistance to any business, person or otherwise assistentity, any personif such business, association, person or entity who is engagedentity, directly or indirectly, competes (or, to the Executive's knowledge after due inquiry, intends to compete or is preparing to compete during the Applicable Period in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest United States in any person, associationmaterial manner with (i) the Company, or any entity who is engageddirectly or indirectly controlled by, controlling or under common control with the Company, or any corporation or other entity acquiring, directly or indirectly, in all or substantially all the Restricted Business assets and business of the Company, whether by operation of law or otherwise (an "Affiliate") (ii) any then-current material product, service or business of the Company or any Affiliate of the Company or (iii) carry on any material product, service or business which is under serious consideration by the Company or any Affiliate of the Company as of the Termination Date or at any time during the twelve (12) month period prior thereto. If the Executive's employment shall be in any way engagedterminated (x) by the Company other than for Cause or Disability or (y) by the Executive for Good Reason, concerned or interested in or have business dealings with the Restricted Business. For then for purposes of this sectionSection 9(a) only, “Restricted Business” means the business of researching intoApplicable Period shall terminate upon the Termination Date, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of and the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing restrictions contained in this Section 7 9(a) shall prohibit you from owning thereupon be of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf no further force or on behalf of otherseffect. You agree The parties hereto recognize that the Restricted Period shall laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the potential restrictions on the Executive's activities imposed by this Section be extended by a period equal reasonable in both duration and geographic scope and in all other respects. It is also the length intention of any violation the parties that the provisions of this Section 7.3be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, and that in the event that any provision of this Section shall, for any reason, be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof, and such invalid or unenforceable provision shall be construed by limiting it so as to be valid and enforceable to the fullest extent permissible under applicable law. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction.

Non-Competition. During your employment with As described in Section 13(a) above, the Company and for a period of one (1) year thereafter (will provide Executive with confidential information during the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes term of this sectionAgreement. In exchange for the provision of this confidential information, “Restricted Business” means and as a part of and aid to the business enforcement of researching intoExecutive’s obligations to keep such information confidential, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group Executive agrees that has multiple lines of business provided that, during the Restricted Period, you are employed the Executive will not, within or with respect to the geographical area of the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company and its Affiliates operate (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of the Parent’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for a or otherwise competes with either the Parent’s Business or any product or service of the Company and any of its Affiliates carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be carried out by the Company or any of its Affiliates, (y) any business unit (including by the Executive or in association with any Person) that provides services or products to any current or former customer of the Company or its Affiliates that are similar to or competitive with the services or products provided by the Company or its Affiliates to such competitor current or former customers or (z) any activity that is not engaged or otherwise involved in competition with the Restricted Business. Nothing contained Parent’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 7 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit you the Executive from owning securities having no more than 2% of the outstanding voting power of any publicly traded competitor, or participating as a passive investor in a private investment interest of fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2.52% in a company with of any publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that company engaged in the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Parent’s Business.

Non-Competition. During your (a) In view of the unique and valuable services it is expected Employee will render to the LDI Companies, Employee's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the LDI Companies it is expected Employee will obtain, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not during the period he is employed by any of the LDI Companies under this Agreement or otherwise Participate In (hereinafter defined in this Section 6) any other business or organization, whether or not such business or organization now is or shall then be competing with, or now is or shall then be of a nature similar to, the business of any of the LDI Companies, and, (ii) subject to the last sentence of this Section 6(a), for a period of six (6) months after he ceases to be employed by any of the LDI Companies under this Agreement or otherwise, he will not compete with, or Participate In any other business or organization which during such six-month period competes with, either the Company or any of the other LDI Companies for which Employee renders services hereunder, with respect to any product or service sold or activity engaged in up to the time of such cessation in any geographical area in which at the time of such cessation such product or service is sold or activity engaged in, except that in each case the provisions of this Section 6(a) will not be deemed breached merely because Employee owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange. Notwithstanding clause (ii) above, if either (x) the Company terminates Employee's employment under this Agreement or otherwise for reasons other than those described in Section 10(a), (ii), (iii) or (iv) hereof, or (y) Employee terminates his employment with the Company and for a period under this Agreement or otherwise prior to Marcx 00, 0000, xx, (x) xx or before scheduled expiration of one the Employment Period (1) year thereafter (the “Restricted Period”i.e., March 31, 2001), you will Employee is not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold offered a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes new contract of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company (or its predecessor LDI Wireless, as the case may be) on equal or about which you have received or developed Proprietary Information by reason of your employment with better terms, taken as a whole, than as set forth herein, then in any such case the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained restrictions set forth in this Section 7 6(a) shall prohibit you not apply from owning and after the effective date of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3such termination.

Non-Competition. During your employment with the period commencing on the date hereof --------------- and ending two (2) years after the Termination Date (the "Applicable Period"), ----------------- and provided the Company and for a period complies with all of one (1) year thereafter (its obligations set forth in Section 8 hereof, the “Restricted Period”)Executive shall not, you will not directly without the prior written consent of the Company, engage in any business or indirectlyactivity, whether as an employee, officer, director, consultant, ownerpartner, managerprincipal, advisoragent, investorrepresentative, stockholder (other than as the holder of an interest of two percent (2%) or less in the equity of a publicly traded corporation) or other individual, corporate or representative capacity, or otherwiserender any services or provide any advice or assistance to any business, person or entity, if such business, activity, person or entity competes anywhere in the United States with the Company or any state of its Subsidiaries in which the Group conducts business or has customers respect of (i) render advice any then current product, service or services to, business of the Company or otherwise assist, any person, association, of its Subsidiaries on the Termination Date or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold any -- product, service or business as to which the Company or any of its Subsidiaries has begun preparing to develop or offer as of the Termination Date. Nothing herein shall be construed to prevent the Executive from being employed by any person or entity in a 2.5% line of business or greater equityactivity that does not compete with (i) products, voting services or profit participation interest in any person, associationbusinesses offered or conducted by the Company or its Subsidiaries as of the Termination Date, or entity who is engaged(ii) products, directly services or indirectly, in business which the Restricted Business Company or (iii) carry on any of its Subsidiaries has begun preparing to develop or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are offer as of the same Termination Date. A product, service or materially similar kind as the products or services (including but business shall not limited be deemed to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment compete with the Company or its predecessor Subsidiaries if it is offered in any industry or about market sector in which you have received or developed Proprietary Information by reason of your employment with the Company or and its predecessorSubsidiaries do not compete nor have begun preparing to compete as of the Termination Date. Notwithstanding If termination of employment is due to the foregoingexpiration of the Term, with prior written consent from the Company which this Section 9(b) shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Businessapplicable. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3.----

Non-Competition. During your employment with In further consideration of the Company consummation of the transactions contemplated herein, each Seller Party covenants and for a period agrees that until the fifth (5th) anniversary of one (1) year thereafter the Closing Date (the “Restricted Non-Competition Period”), you will not neither it nor its Affiliates, shall, without the prior written consent of Buyer, either directly or indirectly, whether as an employeeor not for consideration, officer, director, consultant, owner, manager, advisor, investor(a) solicit business from, or otherwiseotherwise compete with Buyer for the business of, any current or prospective customer of the Business for the purchase of services or products the same as or substantially similar to, or which may be otherwise used in substitution for, products or services manufactured, sold or provided by the Business anywhere in North America or any other territory in which Seller sold products through the Business during the two (2) years prior to the Closing Date; (b) operate, control, advise, be engaged by, perform any consulting services for, invest in or otherwise become associated in any state capacity with, any business, company, partnership, organization, proprietorship, or other entity, who or which, at any time during the Non-Competition Period, competes with the Business anywhere in North America or any other territory in which the Group conducts business Seller sold products through the Business during the two (2) years prior to the Closing Date; or has customers (ic) render advice engage in any practice the purpose of which is to evade the provisions of this covenant; provided, however, that nothing contained herein shall prevent any Seller Party from acquiring an equity interest of up to two percent (2%) of an entity whose shares are traded on a national securities exchange or services toover-the-counter market. The Buyer covenants and agrees that during the Non-Competition Period, or otherwise assistneither it nor its Affiliates, any personshall, associationwithout the prior written consent of Seller, or entity who is engaged, either directly or indirectly, in the Restricted Business; whether or not for consideration, (iia) hold a 2.5% or greater equity, voting or profit participation interest in any person, associationsolicit business from, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings otherwise compete with the Restricted Business. For purposes of this section, “Restricted Business” means Seller for the business of, any current or prospective customer of researching intoKyotoCooling for the purchase of services or products the same as or substantially similar to, developingor which may be otherwise used in substitution for, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied provided by the Group and with KyotoCooling anywhere in North America or any other territory in which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, Seller sold products through KyotoCooling during the Restricted Periodtwo (2) years prior to the Closing Date; or (b) engage in any practice the purpose of which is to evade the provisions of this covenant; provided, you are employed by however, that nothing contained herein shall prevent Buyer or provide services for a business unit any of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you its Affiliates from owning of a passive investment acquiring an equity interest of not more than 2.5% in up to two percent (2%) of an entity whose shares are traded on a company with publicly traded equity securities, and whether on your own behalf national securities exchange or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3over-the-counter market.

Non-Competition. During your employment with the period commencing on the date hereof --------------- and ending two (2) years after the Termination Date (the "Applicable Period"), ----------------- and provided the Company and for a period complies with all of one (1) year thereafter (its obligations set forth in Section 8 hereof, the “Restricted Period”)Executive shall not, you will not directly without the prior written consent of the Company, engage in any business or indirectlyactivity, whether as an employee, officer, director, consultant, ownerpartner, managerprincipal, advisoragent, investorrepresentative, stockholder (other than as the holder of an interest of two percent (2%) or less in the equity of a publicly traded corporation) or other individual, corporate or representative capacity, or otherwiserender any services or provide any advice or assistance to any business, person or entity, if such business, activity, person or entity competes anywhere in the United States with the Company or any state of its Subsidiaries in which the Group conducts business or has customers respect of (i) render advice any then current product, service or services to, business of the Company or otherwise assist, any person, association, of its Subsidiaries on the Termination Date or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold any product, service or business as to which the Company or any of its Subsidiaries has begun preparing to develop or offer as of the Termination Date. Nothing herein shall be construed to prevent the Executive from being employed by any person or entity in a 2.5% line of business or greater equityactivity that does not compete with (i) products, voting services or profit participation interest in any person, associationbusinesses offered or conducted by the Company or its Subsidiaries as of the Termination Date, or entity who is engaged(ii) products, directly services or indirectly, in business which the Restricted Business Company or (iii) carry on any of its Subsidiaries has begun preparing to develop or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are offer as of the same Termination Date. A product, service or materially similar kind as the products or services (including but business shall not limited be deemed to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment compete with the Company or its predecessor Subsidiaries if it is offered in any industry or about market sector in which you have received or developed Proprietary Information by reason of your employment with the Company or and its predecessorSubsidiaries do not compete nor have begun preparing to compete as of the Termination Date. Notwithstanding If termination of employment is due to the foregoingexpiration of the Term, with prior written consent from the Company which this Section 9(b) shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Businessapplicable. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3.---

Non-Competition. During your employment with the Company term of this Agreement and for a period of one (1) year thereafter (following the “Restricted Period”)termination of this Agreement, you Executive will not directly or indirectly, indirectly whether as an employee, officer, directora partner, consultant, owneragent, manageremployee, advisorco-venturer, investorgreater than two percent owner or otherwise or through any other person (as hereinafter defined): (a) be engaged in any business which develops software or manufactures or sells hardware for use in the specialty retail, restaurant, supermarket or convenience store sectors of the POS market (A) in any part of the world in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (B) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be the countries in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (C) if the territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the continent of North America, (D) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be those states of the United States in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (E) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be any states in which the services performed by the Executive for the Company are directly related to the products and services provided by the Company to its customers in such states, or otherwise(F) if the territorial restriction in the preceding clause is deemed to be too broad, in then the area shall be the states of North Carolina and any other state in which the Group conducts business Executive actually performed services for the Company during the Employment Period; or has customers (ib) render advice or services toattempt to recruit any employee of the Company, assist in their hiring by any other Person, or otherwise assist, encourage any person, association, employee to terminate his or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your her employment with the Company; or (c) encourage any customer of the Company to conduct with any other person any business or its predecessor activity which such customer conducts or about which you have received or developed Proprietary Information by reason of your employment could conduct with the Company Company. For purpose of this Section 7, the term "Company" shall include any person controlling under common control with or its predecessor. Notwithstanding controlled by, the foregoingCompany, provided, however, that with prior written consent from respect to Tridex Corporation and any subsidiary of Tridex Corporation, the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor provisions of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning cease and be of no force and effect one (1) year after the Company is no longer a passive investment interest subsidiary of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Tridex.

Non-Competition. (a) During your employment with the period Employee is employed by the Company and for a further period of one two (12) year thereafter (years after termination of employment with the “Restricted Period”)Company for any reason, you Employee will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagednot, directly or indirectly, either for Employee's own benefit or for the benefit of any other person, firm or corporation whatsoever, other than the Company, (i) directly engage in any commercial activity that competes with the Company in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in geographic areas where the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have Company has conducted its business dealings with during the Restricted Business. For purposes of this section, “Restricted Business” means three years before the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your Employee's employment with the Company ends, (ii) serve any of the then-existing clients or its predecessor customers of the Company, any clients or about which you customers that have received or developed Proprietary Information by reason of your employment had a relationship with the Company during the preceding twelve (12) months, or any potential clients or customers that were solicited by the Company during the preceding twelve (12) months, (iii) in any way interfere or attempt to interfere with the Company's relationships with any of its predecessorcurrent or potential customers, or (iv) employ or attempt to employ any of the Company's then employees on behalf of any other entity competing with the Company. Employee acknowledges that if Employee breaches this covenant, the Company will be irreparably and immeasurably injured. Therefore, Employee agrees that in addition to any other remedies available to the Company, the Company may apply to a court of competent jurisdiction for a temporary and/or permanent injunction and that such court may grant such injunction to restrain and prohibit such breach by Employee. Notwithstanding the foregoing, with prior written consent from it is understood that the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing restrictions contained in this Section 7 shall prohibit you 3 will cease to be applicable to any activity of the Employee from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that after such time as the Restricted Period shall be extended by Company (i) will have ceased all business activities for a period equal of sixty (60) days or (ii) will have made a decision through the length Board of any violation Directors not to continue, or will have ceased for a period of this Section 7.3sixty (60) days, the business activities with which such activity of Employee would be competitive.

Non-Competition. During your employment with For For so long as the Employee is employed by the Company or receiving payment hereunder and continuing for a period of one two years after the date of the termination of the employment of the Employee with the Company, notwithstanding whether the Employee's employment is terminated with or without Cause or whether the Employee resigns, the Employee shall not, without the prior written consent of the Company and Imax, directly or indirectly anywhere within Canada, the United States, Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (1) year thereafter (the “Restricted Period”other than a stockholder or investor owning not more than a 5% interest), you will not directly officer or indirectlydirector of a corporation, whether or as an a trustee, employee, officer, directorassociate, consultant, ownerprincipal or agent of any person, managerpartnership, advisorcorporation or other business organization or entity other than Imax: (x) solicit, investorendeavour to entice away or gain the custom of, canvass or interfere in the Company's and/or Imax's relationship with any person or entity who is, or otherwisewas within the then most recent 12-month period, a supplier, customer or client (or, at the time of termination of Employee's employment, reasonably anticipated to become a supplier, customer or client) of the Company and/or Imax and with whom the Employee had dealings during his employment with the Company; or (y) render any service to or in any state in way be affiliated with a Competitor of Imax. A "Competitor" of Imax shall be defined for these purposes as any person or entity which the Group conducts business or has customers is either: (i) render advice primarily engaged or services toreasonably anticipated to become primarily engaged in the Business, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, associationengaged in, or entity who is engaged, directly or indirectly, reasonably anticipated to become engaged in the Restricted Business or (iii) carry on or Business, though not primarily, - but then only if the Employee would be directly and materially involved in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For "Business" shall be defined for these purposes of this sectionas designing or supplying large format theatres, “Restricted Business” means the business of researching intodesigning or distributing projection or sound systems for large format theatres, designing or supplying motion simulation attractions, producing, developing, manufacturingmaking, distributingformatting, sellingre-formatting or distributing films for large format theatres or motion simulation attractions or designing, supplying supplying, marketing, manufacturing or otherwise dealing with Restricted Products. “Restricted Products” means products offering for sale or services which are of the same purchase image capture, post capture image processing or materially similar kind as the products or services (projection display systems, including but not limited to technical and product supportto, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment in connection with the Company "electronic cinema" projector or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor"digital cinema" projector business. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group The Employee confirms that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained all restrictions in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, are reasonable and whether on your own behalf or on behalf of others. You agree that valid and waives all defences to the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3strict enforcement thereof.

Non-Competition. During your employment with Executive agrees that as long as he/she is in the employ of the Company and for a period of one twelve (112) year thereafter (the “Restricted Period”)months after termination of employment, you for any reason, Executive will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagednot, directly or indirectly, either alone or jointly with others or as an employee, agent, consultant owner, partner, joint venturer, stockholder, broker, principal, corporate officer, director, licensor or in any other capacity or as an employee of any person, firm or company, anywhere in the Restricted Business; world, engage in, become financially interested in, be employed by or have any connection with any business or venture that is engaged in any activities involving (i) products or services competing with the Company’s products or services, or with such of the Company’s Affiliates products and services which relate to the Company actual or proposed business, products or research and development, as they shall be at the time of termination of my employment, or (ii) hold information, processes, technology or equipment which competes with information, processes, technology or equipment in which the Company has a 2.5% or greater equity, voting or profit participation interest in any person, associationproprietary interest, or entity who in which any of the Company’s Affiliates then has a proprietary interest and which are related to the Company actual or proposed business, products or research and development. The foregoing shall not apply to (i) holdings of securities of any company the shares of which are publicly traded on an internationally recognized stock exchange, which do not exceed 1% of the issued share capital of such public company, so long as Executive has no active role in such public company as a director, officer, employee, consultant (including as an independent consultant) or otherwise, or (ii) de minimis non- commercial activities. Executive further agrees that as long as he/she is engagedin the employ of the Company and for a period of twelve (12) months after termination of employment, for any reason, Executive shall not- either directly or indirectly, either alone or jointly with others or as an employee, agent, consultant owner, partner, joint venturer, stockholder, broker, principal, corporate officer, director, licensor or in any other capacity or as an employee of any person, firm or company, anywhere in the Restricted Business world- solicit, canvas or (iii) carry on or be approach in any way engaged, concerned or interested in or have business dealings competition with the Restricted Business. For purposes of this sectionCompany, “Restricted Business” means the business of researching intoany person or entity which, developingto Executive’s knowledge, manufacturing, distributing, selling, supplying or otherwise dealing was provided with Restricted Products. “Restricted Products” means products goods or services which are by the Company (“Customer”), provided goods or services to the Company (“Provider”) or who invested or contemplated investment in the Company (“Investor”) at any time during the 24 months immediately prior to the Termination Date, for the purpose of offering or receiving goods or services of the same type as or materially similar kind as to the products goods or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold supplied or supplied received by the Group and with which you were directly connected during your employment with Company at the Company Termination Date or its predecessor or about which you have received or developed Proprietary Information by reason for the purpose of your employment with soliciting investment in an entity other than the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Company.

Non-Competition. During your employment with In consideration of the Company numerous mutual promises contained in this Agreement between Executive and the Company, including, without limitation, those involving Confidential Information, and in order to protect the Company’s Confidential Information (including trade secrets), the value and goodwill of the Company’s business, and the Company’s legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, Executive agrees that during the Employment Period and for a period of one (1) year thereafter immediately following the termination of this Agreement (for whatever reason, except as provided in Sections 5(d), and 5(e) (the “Restricted PeriodNon-Competition Term”), you he will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagednot, directly or indirectly, either through any form of ownership or as a director, officer, principal, agent, Executive, employer, adviser, consultant, shareholder, partner, member, manager, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person, firm, business, corporation, partnership, governmental or private entity, or any other entity of whatever kind, without the prior written consent of the Company (which consent may be withheld in the Restricted BusinessCompany’s sole discretion), (i) compete for or solicit business related to cancer diagnostic products or services for or on behalf of any person or business entity with a place of business in the United States; (ii) hold a 2.5% own, operate, participate in, undertake employment with or greater equity, voting or profit participation have any interest in any person, association, or entity who is engaged, directly or indirectly, with a place of business in the Restricted Business or United States which competes with the business of the Company, except owning publicly traded stock for investment purposes only in which Executive owns less than five per cent (5%); (iii) carry on compete or be in any way engaged, concerned or interested in or have solicit business dealings competitive with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are the Company from any customer of the same Company; or materially similar kind as the products (iv) use in any competition, solicitation, or services (including but not limited to technical and product supportmarketing effort any Confidential Information, professional servicesany proprietary list, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor any information concerning customers of the Group Company. Executive hereby acknowledges that has multiple lines the geographic boundaries, scope of business provided that, during prohibited activities and the Restricted Period, you are employed by or provide services for a business unit time duration of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in provisions of this Section 7 shall prohibit you from owning are reasonable and are no broader than are necessary to protect the legitimate business interests of a passive investment interest the Company, including protecting the value and goodwill of not more than 2.5% in a company with publicly traded equity securitiesthe Company, and whether on your own behalf or on behalf including its Confidential Information. It is the intent of others. You agree the parties that the Restricted Period shall be extended by a period equal the length of any violation provisions of this Section 7.38 shall be enforced to the fullest extent permissible under the applicable law. The parties agree that if at the time enforcement is sought, a court of competent jurisdiction adjudges any terms of any provision of this Section 8 to be void, invalid or unenforceable, such court shall modify or reform such provision so that it is enforceable to the fullest extent permitted by applicable law or if such modification or reformation is not possible, shall sever the provision, and enforce the remaining provisions of this Section, which shall remain in full force and effect. This Non-Competition provision can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision.

Non-Competition. During your Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for the twelve (12) months to run consecutively, beginning on the last day of the Employee’s employment with the Company, for any reason or no reason and whether employment is terminated at the option of the Employee or the Company, the Employee agrees and covenants not to engage in Prohibited Activity for any Competitor of the Company and for a period of one that carries on business within (1i) year thereafter (the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which Employee primarily performs services for the Group conducts business Company; (ii) all other states of the United States of America in which the Company provided goods or has customers (i) render advice or services toservices, had customers, or otherwise assistconducted business at any time during the two-year period prior to the date of the termination of Employee’s relationship with the Company; and (iii) any other countries from which the Company provided goods or services, any person, associationhad customers, or entity who otherwise conducted business at any time during the two-year period prior to the date of the termination of Employee’s relationship with the Company. 8.2.1. For purposes of this Section 8, “Prohibited Activity” is engagedactivity in which the Employee contributes the Employee’s knowledge, directly or indirectly, in whole or in part, engages or invests in, owns, manages, operates, finances, controls, or participates in the Restricted Business; (ii) hold a 2.5% ownership, management, operation, financing, or greater equitycontrol of, voting be employed by, associated with, or profit participation interest in any personmanner connected with, associationlends the Employee’s name or any similar name to, lends Employee’s credit to or renders services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Company, including those engaged in the business of investment reporting and accounting. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. 8.2.2. This Section 8 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or entity who is engaged, directly or indirectly, in order. The Employee shall promptly provide written notice of any such order to the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted BusinessCompany’s Chief Executive Officer. 8.2.3. For purposes of this sectionSection 8, “Restricted BusinessCompetitor” means the business any company for whom investment reporting, accounting, or analytics for institutional investors forms a material part of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Productstheir business. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.38.3.

Non-Competition. During your employment with the Company and for (a) For a period of one (1) year thereafter [***] years following the Closing Date (the “Restricted Period”), you will not neither Seller shall, whether directly or indirectlyindirectly or alone or in collaboration with any other person, through any Affiliate, engage or participate (or invest in any business that engages or participates) anywhere in the world in any research, development, product design, manufacturing, production, distribution, marketing, promotion, sale or commercialization relating to the discovery, development or commercialization of any [***] (a “Restricted Business”), in each case including by owning, managing, operating, controlling or otherwise participating in the ownership, management, operation or control of any entity engaged in any such activities, whether as an employeeemployer, officerproprietor, directorpartner, equityholder, consultant, owner, manager, advisor, investor, agent or otherwise, [***] Certain information in any state in which the Group conducts business or this document has customers been omitted from this exhibit because it is both (i) render advice not material and (ii) would be competitively harmful if publicly disclosed. otherwise; provided that, notwithstanding anything to the contrary in the foregoing, nothing in this Section 5.07 shall restrict, prohibit or services tolimit in any respect a Seller or any of its Affiliates from (i) acquiring (and thereafter operating) the whole or any part of, or otherwise assistinvesting in, a person which engages in any person, association, Restricted Business or entity who is engaged, directly the whole or indirectly, any part of a business which includes any Restricted Business so long as either (A) the revenues of the Restricted Business being acquired constitute no more than [***] of the revenues of the person or business being acquired (as set out in the latest available annual financial statements of that person or business) or (B) if such [***] threshold is exceeded, such Seller or Affiliate completes the sale of the Restricted BusinessBusiness within [***] of the acquisition; provided that if such sale is subject to regulatory approval then such [***] period shall be extended until [***] business days after all regulatory approvals have been received, but only to the extent that the parties to such sale are using commercially reasonable efforts to obtain any such approvals; (ii) hold being a 2.5% passive owner of the outstanding capital stock or greater equity, voting or profit participation interest in other equity interests of any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business ; or (iii) carry on owning any interest in an entity whose securities are publicly traded or be in any way engaged, concerned or interested in or have business dealings listed with the Restricted Businessa securities exchange. For purposes the avoidance of doubt, (A) the restrictions set forth in this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which Section 5.07 shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved apply with a competitor of the Group that has multiple lines of business provided that, respect to [***]; and (B) during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is Sellers shall not engaged grant any sublicense under the Sellers License in any manner designed to circumvent or otherwise involved with avoid the Restricted Business. Nothing contained restrictions set forth in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.35.07.

Non-Competition. During your employment The Company agrees to provide the Consultant with Confidential Information, which the Consultant has not had access to or knowledge of before the execution of this Agreement. The Consultant agrees that to protect the Company’s Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Consultant in this Agreement: The Consultant agrees that during the Term and for a period of one two (12) year thereafter years following any termination or expiration of the Term (the “Restricted Non-Compete Period”), you will not directly or indirectlyneither the Consultant nor any Affiliate (as hereinafter defined) of the Consultant shall, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which unless acting on behalf of the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedCompany, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% as owner, partner, joint venturer, member, manager, employee, consultant, stockholder, broker, agent, principal, trustee, director, licensor or greater equity, voting or profit participation interest in any personcapacity whatsoever engage in, associationbecome financially interested in, be employed by, render any consultation or business advice with respect to, contribute knowledge to, or entity who have any connection with any business engaged in (a) activities in competition with the Company in any geographic area or market in which the Company or any of its Affiliates is engagedoperating, or (b) activities in any geographical area or market in which the Company or any of its Affiliates is actively pursuing or formulating a plan to pursue operations during the Consulting Term (collectively, a “Competitive Market”); provided, however, that the Consultant may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2%) of any class of stock or securities of such corporation. The restrictive covenant contained in this Article X is a covenant independent of any other provision of this Agreement, and the existence of any claim which the Consultant may allege against the Company, whether based on this Agreement or otherwise, shall not prevent the enforcement of this covenant. For purposes of determining the termination of the Non-Compete Period, the length of time for which this covenant not to compete shall be in force shall not include any period of violation or any other period required for litigation during which the Company seeks to enforce this covenant. In the event that this covenant not to compete shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. As used in this Agreement, “Affiliate” of any person means any person, directly or indirectly, controlling, controlled by or under common control with such person, and includes any person who is an officer, director or employee of such person, any person who would be deemed to be an “affiliate” or an “associate” of such person, as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, and, in the Restricted Business or (iii) carry on or be case of the Consultant, any of his family members. As used in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this sectiondefinition, “Restricted Businesscontrolling” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the business direction of researching intomanagement or policies (whether through ownership of securities, developingpartnership or other ownership interests, manufacturing, distributing, selling, supplying by contract or otherwise dealing with Restricted Productsotherwise). “Restricted Products” means products or services which are Following the expiration of the same Non-Compete Period, Consultant shall continue to be obligated under Article VII not to use or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with disclose Confidential Information of the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which so long as it shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3available.

Non-Competition. During your employment with the Company and Executive agrees that for a period of one twelve (112) year thereafter months after termination of his employment (the “Restricted "Non-Competitive Period”"), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedExecutive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the Restricted Business; (ii) hold a 2.5% research, development, testing, design, manufacture, sale, lease, marketing, utilization or greater equityexploitation of any products or services which are designed for the same purpose as, voting are generically the same as, or profit participation interest are otherwise competitive with, products or services of the Company, in existence or under development, in any persongeographic area where, associationat the time of termination of his employment hereunder, the business of the Company was being conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity who is engagedcontrolled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, in for himself, themselves, or for any other person or entity, any employee or consultant of the Restricted Business Company or (iii) carry on any of its affiliates, or be in request or cause any way engaged, concerned employee or interested in consultant of the Company or have business dealings with the Restricted Business. For purposes any of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products its affiliates to terminate his employment or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or any of its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessoraffiliates. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor If any portion of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained restrictions set forth in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities5 should, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall for any reason whatsoever, be extended declared invalid by a period equal court of competent jurisdiction, the length validity or enforceability of any violation the remainder of this Section 7.3such restrictions shall not thereby be adversely affected.

Non-Competition. During your employment with the Company and for a period Non-Competition Period, Executive shall not, without the prior written consent of one (1) year thereafter (the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedauthorized officer of Vishay, directly or indirectly, own, manage, operate, join, control, participate in, invest in the Restricted or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (i) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the management of, and is not otherwise associated with, such corporation, or (ii) hold a 2.5% performing services for an investment bank, investment advisor or greater equity, voting or profit participation interest in any person, association, or entity who is engagedinvestment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in the Restricted Business or (iii) carry on otherwise be connected or be associated with, in any way engagedmanner, concerned any Competing Business, provided that Executive shall not, directly or interested in or indirectly, have business dealings with the Restricted Business. For purposes of this sectionany responsibility whatsoever for, “Restricted Business” means the business of researching intoprovide any services whatsoever to, developing, manufacturing, distributing, selling, supplying or otherwise dealing be connected or associated with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorsuch Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent from of the Company Company, which consent shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3.

Non-Competition. During your employment with The Employee agrees that during the Company Term of this Agreement and for a period of one (1) year thereafter (or for a period of one (1) year after the “Restricted Period”date of termination if this Agreement is sooner terminated by a party hereto as herein provided), you will not the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Company, directly or indirectly: (a) solicit business from or perform services for, whether any person, company or other entity which at any time during the Employee's employment by the Company is or was a client or customer of the Company if such business or services are of the same general character as those engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of the employees away from the Company; (c) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an employee, officer, director, consultantemployee, ownerpartner, managerprincipal, advisoragent, investorrepresentative, consultant or otherwise, in otherwise with any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, enterprise engaged in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying residential sub-prime mortgage lending (or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are any other lines of business that Company enters into during the same or materially similar kind as Term of this Agreement) within the products or services United States ; (including but not limited to technical and product support, professional services, technical advice and other customer servicesd) researched into, developed, manufactured, distributed, sold or supplied by use the Group and with which you were directly connected during your employment with name of the Company or its predecessor any name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or about which you have received or developed Proprietary Information by reason permit use of your employment such name after expiration of such period, provided, however, that nothing in this Paragraph 8 shall be construed to prohibit the Employee from investing his assets in other businesses, provided, that such businesses are not in direct competition with the Company or its predecessorthe Partnership. Notwithstanding In the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree event that the Restricted Period provision of this Paragraph should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be extended deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by a period equal the length of any violation of this Section 7.3applicable law. 9.

Non-Competition. During your In exchange for the promises set forth herein, including the consideration set forth in Paragraph 1, and in order to protect the Company’s goodwill and other legitimate business needs, during the Participant’s employment with the Company and/or its Affiliates and for a period one year following the Participant’s termination of one (1) year thereafter (employment for any reason, the “Restricted Period”), you Participant will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagednot, directly or indirectly, alone or jointly, with any person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or partially), possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged in business activities anywhere in the Restricted Territory that are competitive with the Business; , provided, however, if the Participant voluntarily resigns without Good Reason (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, as defined in the Restricted Business or Severance Plan), and not due to a Qualifying Retirement (iiias defined in the Retirement Policy), within three years following the Grant Date, this Paragraph 7(A) carry on or will only apply in the event the Company elects to make the payments set forth in Paragraph 7(E) subject to the requirements of that Paragraph 7(E). Notwithstanding the foregoing, the Participant shall not be in prohibited from passively owning less than 1% of the securities of any way engaged, concerned or interested in or have business dealings with the Restricted Businesspublicly-traded corporation. For purposes of this sectionParagraph 7(A), “Restricted Territory” means anywhere in which the Company engages in Business and “Business” means the business of researching into, developing, manufacturing, distributing, (i) selling, supplying marketing, trading or otherwise dealing with Restricted Products. “Restricted Products” means products distributing liquefied natural gas and/or (ii) designing, permitting, constructing, developing or services which are operating liquefied natural gas facilities and/or (iii) trading natural gas on behalf of the same a liquefied natural gas facility or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorfacilities. Notwithstanding the foregoing, with prior written consent from the Company which Participant shall not be unreasonably withheldprohibited from being employed by, you or consulting for, an entity that has a division immaterial to the business of such entity in the aggregate, which division may accept employment compete with, or could assist another in competing with, the Company in the Business in the Territory (a “Competitive Division”), so long as the Participant is not employed in, and does not perform work for or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with to, the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Competitive Division.

Non-Competition. During your employment with As described in Section 13(a) above, the Company and for a period of one (1) year thereafter (will provide Executive with confidential information during the “Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes term of this sectionAgreement. In exchange for the provision of this confidential information, “Restricted Business” means and as a part of and aid to the business enforcement of researching intoExecutive’s obligations to keep such information confidential, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group Executive agrees that has multiple lines of business provided that, during the Restricted Period, you are employed the Executive will not, within or with respect to the geographical area of the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for a or otherwise competes with either the Company’s Business or any product or service of the Company carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be carried out by the Company or any of its Affiliates, (y) any business unit (including by the Executive or in association with any Person) that provides services or products to any current or former customer of the Company or its Affiliates that are similar to or competitive with the services 9 or products provided by the Company or its Affiliates to such competitor current or former customers or (z) any activity that is not engaged or otherwise involved in competition with the Restricted Business. Nothing contained Company’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 7 13(d) shall be deemed to diminish, amend, affect or otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit you the Executive from owning securities having no more than 2% of the outstanding voting power of any publicly traded competitor, or participating as a passive investor in a private investment interest of fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2.52% in a company with of any publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that company engaged in the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Company’s Business.

Non-Competition. During your In exchange for the promises set forth herein, including the consideration set forth in Paragraph 1, and in order to protect the Company’s goodwill and other legitimate business needs, during the Participant’s employment with the Company and/or its Affiliates and for a period one year following the Participant’s termination of one (1) year thereafter (employment for any reason, the “Restricted Period”), you Participant will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagednot, directly or indirectly, alone or jointly, with any person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or partially), possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged in business activities anywhere in the Restricted Territory that are competitive with the Business; , provided, however, if the Participant voluntarily resigns without Good Reason (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, as defined in the Restricted Business or Severance Plan), and not due to a Qualifying Retirement (iiias defined in the Retirement Policy), within three years following the Grant Date, this Paragraph 7(A) carry on or will only apply in the event the Company elects to make the payments set forth in Paragraph 7(E) subject to the requirements of that Paragraph 7(E). Notwithstanding the foregoing, the Participant shall not be in prohibited from passively owning less than 1% of the securities of any way engaged, concerned or interested in or have business dealings with the Restricted Businesspublicly-traded corporation. For purposes of this sectionParagraph 7(A), “Restricted Territory” means anywhere in which the Company engages in Business and “Business” means the business of researching into, developing, manufacturing, distributing, (i) selling, supplying marketing, trading, or otherwise dealing with Restricted Products. “Restricted Products” means products distributing liquefied natural gas and/or (ii) designing, permitting, constructing, developing or services which are operating liquefied natural gas facilities and/or (iii) trading natural gas on behalf of the same a liquefied natural gas facility or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorfacilities. Notwithstanding the foregoing, with prior written consent from the Company which Participant shall not be unreasonably withheldprohibited from being employed by, you or consulting for, an entity that has a division immaterial to the business of such entity in the aggregate, which division may accept employment compete with, or could assist another in competing with, the Company in the Business in the Territory (a “Competitive Division”), so long as the Participant is not employed in, and does not perform work for or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with to, the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Competitive Division.

Non-Competition. During your employment with the Company and for a period of one (1) year thereafter (the “Restricted Period”)Seller agrees that it shall not, you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree any other Person, and shall cause its controlled Affiliates to not, at any time during the period commencing on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date, directly or indirectly, engage in any Restricted Business in the Restricted Period shall be extended Area, including by owning, managing, operating or controlling any Person engaged in any business that is the same as, similar to, or the functional equivalent of, and, in each case, competitive with, the Restricted Business, or providing services as a period equal consultant or independent contractor to, any Person engaged in any business that is the length same as, similar to or the functional equivalent of, and, in each case, competitive with, the Restricted Business, in all cases within the Restricted Area. For the purposes of this provision, “engaging in any violation business that is the same as, similar to or the functional equivalent of, and, in each case, competitive with the Restricted Business” includes any acts of preparing to form a competitive business, such as soliciting potential customers for future work, securing financing, raising capital investment, hiring employees, purchasing equipment, purchasing or leasing office space, and any related preparations. (b) Seller acknowledges and agrees that, for purposes of this Section 7.36.6, indirect acts by Seller shall include an act by any Person directly or indirectly controlled by Seller. For the avoidance of doubt, in the event of a transaction that results in the equity or assets of Seller being directly or indirectly acquired by a Third Person (such Third Person, a “Seller Acquiror”), this Section 6.6 shall not restrict such Seller Acquiror or any of its Affiliates (other than Seller) from engaging in any Restricted Business so long as such Seller Acquiror does not conduct Restricted Business in the Restricted Area through Seller or otherwise cause Seller to engage in the Restricted Business in violation of Section 6.6(a) above. (c) Seller acknowledges that (i) the confidential and proprietary information and the goodwill associated with the Company Business and its customers, suppliers, vendors and employees is an integral component of the value of the Company Group being acquired by Buyer and that the obligations of Seller under Section 6.9 and this Section 6.6 are a material inducement to Buyer’s execution and performance of this Agreement, (ii) at the time that these restrictive covenants are made, to the extent applicable to Seller, the limitations as to time, geographic scope and activity to be restrained, as described in this Section 6.6 are reasonable and do not impose a greater restraint than necessary to protect the Company Group’s and Buyer’s legitimate business interests and the value of the transaction to Buyer, including, without limitation, confidential information, client, customer, vendor and/or employee relationships, and client and/or customer goodwill and business productivity, (iii) Seller has carefully read this Agreement and has given careful consideration to the restraints imposed upon Seller by this Section 6.6 and consents to the terms of the restrictive covenants in this Section 6.6 imposed upon it and (iv) the restrictions set forth in this Section 6.6 are fair and reasonable in light of the nature and geographic scope of the operations of the Company Group in the Restricted Area. (d) Notwithstanding anything to the contrary in this Section 6.6, Seller may own or hold, solely as passive investments, securities of other persons engaged in the Company Business, as long as each such investment the securities held by Seller does not exceed five percent (5%) of the outstanding securities of such Person; provided, however, that Seller shall not be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by Seller in connection with such securities), or lend Seller’s name to, any such Persons.

Non-Competition. During your employment Employee acknowledges and recognizes the highly competitive nature of the Company’s business and that Employee’s position with the Company and for a period access to the Company’s confidential records and proprietary information renders Employee special and unique. In consideration of payments made and to be made by the Company to Employee pursuant to this Agreement and the Asset Purchase Agreement (including, without limitation, pursuant to Section 3 hereof), Employee agrees that (A) during the Term or (B) in the event Employee’s employment is terminated prior to the end of the Term, until the later of (x) three (3) years from the Closing Date (as defined below) or (y) six (6) months from the termination of this Agreement if, at the time of such termination, there exists an Event of Default (as that term is defined in the Notes), or one (1) year thereafter (from the “Restricted Period”)termination of this Agreement in all other circumstances, you Employee will not directly or indirectlynot, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, either directly or indirectly, in North America or any other place in which the Restricted Business; (ii) hold a 2.5% Company then does business, engage in, or greater equity, voting or profit participation interest be affiliated in any personmanner with any individual, partnership, venture, unincorporated association, organization, syndicate, corporation, limited liability company, or entity who is engagedother entity, directly trust and trustee, executor, administrator or indirectlyother legal or personal representative, in or any government or agency or political subdivision thereof (any of the Restricted Business or (iiiforegoing, a “Person”) carry on or be in any way engagedengaged in, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributingmarketing, sellingdistributing and/or selling (A) non-carbonated, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (non-alcoholic beverage products, including but not limited to technical and iced tea; (B) any other product supportcategories the Company is actively manufacturing, professional servicesmarketing, technical advice and distributing and/or selling as of the date of termination or expiration of this Agreement; or (C) any other customer services) researched into, developed, product categories manufactured, distributedmarketed, distributed and/or sold or supplied by the Group Company during the Term, except for Employee performing consulting services for Pure Distribution and/or Iceland Springs Water, so long as such consulting services do not materially interfere or conflict with his obligations to the Buyer and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorunder this Agreement. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained As used in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securitiesAgreement, and whether “Closing Date” means the date on your own behalf or on behalf of others. You agree that which the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Closing actually occurs.

Non-Competition. During your employment For the applicable Restriction Period (as that term is defined below), subject to Section 5.2(b) hereof, Seller shall comply with the Company restrictions set forth in this Section 5.2 and for a period shall cause the Indian Seller and all other Affiliates of one Seller (1) year thereafter collectively with Seller, the “Seller Subject Parties”), to comply with the restrictions set forth in this Section 5.2. During the Restriction Period, the Seller Subject Parties shall not, directly or through any other Person acting at the direction or on behalf of any such party anywhere in the world (the “Territory”) engage in the Restricted Period”)Business in any manner or capacity (e.g., you will not directly or indirectly, whether as an employeeadvisor, principal, agent, partner, member, officer, director, consultantshareholder, owneremployee, manager, advisor, investormember of any association, or otherwise) (the “Competitive Activities”). The Seller Subject Parties shall not own, participate in the ownership of, lend money, guarantee loans, make gifts of money or other property, or otherwise lend financial or other assistance in any state in which form to any Person engaged in, or will within the Group conducts Restriction Period engage in, any of the Competitive Activities. Notwithstanding anything to the contrary, the provisions of this Section 5.2 shall not, and is not intended to, prohibit, limit or otherwise interfere with the Selling Parties’ (or their Affiliates’) activities and business or has customers (i) render advice conducted as of the Closing Date (other than with respect to the Business), including any activities and business conducted with the Selling Parties (or their Affiliates’) customers, suppliers, vendors, partners, resellers or other distributors (including the customers, suppliers, vendors, partners, resellers or other distributors of the Business, to the extent of activities and business unrelated to the Business), so long as the same does not include marketing, selling, licensing, reselling or providing any products or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in included within the definition of “Restricted Business; ,” and (ii) hold as a 2.5% reseller of Buyer or greater equity, voting or profit participation interest in any person, associationits Affiliate’s for TEM solutions under the Referral Agreement, or entity who is engaged, directly other activities or indirectly, in business contemplated under the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3MSA.

Non-Competition. During your employment with the Company and Executive agrees that for a period of one twelve (112) year thereafter months after termination of her employment (the “Restricted "Non-Competitive Period”"), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedExecutive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the Restricted Business; (ii) hold a 2.5% research, development, testing, design, manufacture, sale, lease, marketing, utilization or greater equityexploitation of any products or services which are designed for the same purpose as, voting are generically the same as, or profit participation interest are otherwise competitive with, products or services of the Company, in existence or under development, in any persongeographic area where, associationat the time of termination of her employment hereunder, the business of the Company was being conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity who is engagedcontrolled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, in for herself, themselves, or for any other person or entity, any employee or consultant of the Restricted Business Company or (iii) carry on any of its affiliates, or be in request or cause any way engaged, concerned employee or interested in consultant of the Company or have business dealings with the Restricted Business. For purposes any of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products its affiliates to terminate her employment or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or any of its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessoraffiliates. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor If any portion of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained restrictions set forth in this Section 7 5 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of othersthereby be adversely affected. You agree Executive declares that the Restricted Period territorial, time limitations and scope of activities restricted as set forth in this Section 5 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. The existence of any claim or cause of action by Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants, but such claim or cause of action shall be extended by a period equal the length of any violation of this Section 7.3litigated separately.

Non-Competition. During your The Executive acknowledges that because of his --------------- position he has had and will have access to extremely confidential information of the Company including trade secret, marketing plans, long term strategic plans, and other information which would cause the Company irreparable harm if it were available or his services were available after termination of his employment with the Company to a competitor of the Company. Therefore, during the period of the Executive's employment under this agreement (including the term of any leave of absence) and for a period after termination of one employment equal to the greater of (1x) year thereafter six months and (y) the “Restricted Period”number of months of severance for which the Executive shall be eligible (but not more than twelve months), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedExecutive shall not, directly or indirectly, engage or be interested in any business which engages in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, associationUnited States, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be other geographic areas in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or its predecessor or about which you subsidiaries have received or developed Proprietary Information by reason done business, in a business directly competitive with the business of your employment with the Company or any of its predecessorsubsidiaries at such date or as may be planned at such date. Notwithstanding The Executive shall be deemed to be directly or indirectly interested in a business if he is engaged or interested in that business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, individual proprietor, lender, licensor, consultant or otherwise, but not if his interest is limited solely to ownership of 5% or less of the foregoing, equity or debt securities of any class of a corporation whose shares are listed for trading on a national securities exchange or in the over-the-counter market. Nothing in this section shall prohibit the Executive from working for a company in a non-competing area although that Company may in another part of its business compete with prior written consent from the business of the Company which so long as the Executive shall not be unreasonably withhelddirectly involved or meaningfully and materially assist in the competitive part of that business. (For example, you the Executive may accept employment or otherwise work for Conde Nast in non-competitive areas but may not be engaged involved in or involved with a competitor the activities of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Wired Magazine.)

Non-Competition. During your employment with For so long as the Employee is employed by the Company or receiving payment hereunder and continuing for a period of one two years after the date of the termination of the employment of the Employee with the Company, notwithstanding whether the Employee's employment is terminated with or without Cause or whether the Employee resigns, the Employee shall not, without the prior written consent of the Company and Imax, directly or indirectly anywhere within Canada, the United States, Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (1) year thereafter (the “Restricted Period”other than a stockholder or investor owning not more than a 5% interest), you will not directly officer or indirectlydirector of a corporation, whether or as an a trustee, employee, officer, directorassociate, consultant, ownerprincipal or agent of any person, managerpartnership, advisorcorporation or other business organization or entity other than Imax: (x) solicit, investorendeavour to entice away or gain the custom of, canvass or interfere in the Company's and/or Imax's relationship with any person or entity who is, or otherwisewas within the then most recent 12-month period, a supplier, customer or client (or, at the time of termination of Employee's employment, reasonably anticipated to become a supplier, customer or client) of the Company and/or Imax and with whom the Employee had dealings during his employment with the Company; or (y) render any service to or in any state in way be affiliated with a Competitor of Imax. A "Competitor" of Imax shall be defined for these purposes as any person or entity which the Group conducts business or has customers is either: (i) render advice primarily engaged or services toreasonably anticipated to become primarily engaged in the Business, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, associationengaged in, or entity who is engaged, directly or indirectly, reasonably anticipated to become engaged in the Restricted Business or (iii) carry on or Business, though not primarily, -- but then only if the Employee would be directly and materially involved in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For "Business" shall be defined for these purposes of this sectionas designing or supplying large format theatres, “Restricted Business” means the business of researching intodesigning or distributing projection or sound systems for large format theatres, designing or supplying motion simulation attractions, producing, developing, manufacturingmaking, distributingformatting, sellingre-formatting or distributing films for large format theatres or motion simulation attractions or designing, supplying supplying, marketing, manufacturing or otherwise dealing with Restricted Products. “Restricted Products” means products offering for sale or services which are of the same purchase image capture, post capture image processing or materially similar kind as the products or services (projection display systems, including but not limited to technical and product supportto, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment in connection with the Company "electronic cinema" projector or its predecessor "digital cinema" projector business or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessorfilms for such systems. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group The Employee confirms that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained all restrictions in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, are reasonable and whether on your own behalf or on behalf of others. You agree that valid and waives all defences to the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3strict enforcement thereof.

Non-Competition. During your the Term of Employment and (i) if the Executive's employment with is terminated by the Company for other than Cause or Disability or the Executive terminates his employment for Good Reason, during the period beginning on the Date of Termination and ending on the 24 month anniversary thereof or (ii) if the Executive's employment is terminated by the Company for Cause or Disability or the Executive terminates his employment for a reason other than Good Reason, during the period beginning on the Date of one Termination and ending on the 12 month anniversary thereof (1) year thereafter (as applicable, the “Restricted "Restrictive Covenant Coverage Period”"), you will not directly or indirectlythe Executive shall not, whether without the prior written consent of the Company, as an employeea shareholder, officer, director, partner, consultant, owner, manager, advisor, investoremployee, or otherwise, engage directly in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who enterprise which is engaged, directly or indirectly, "in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment competition" with the Company or its predecessor successors or about assigns (such entities collectively referred to hereinafter in this Paragraph 9 as the "Company"); provided, however, that the Executive's ownership of less than five percent of the issued and outstanding voting securities of a publicly traded company shall not, in and of itself, be deemed to constitute such competition. A business or enterprise is deemed to be "in competition" if it is conducting a retail grocery business in any of the geographical regions in which you have received the Company conducts substantial business on the Date of Termination and (I) more than 10% of the total revenue of the business or developed Proprietary Information by reason enterprise is attributable to the retail grocery business, and (II) the Executive does or will provide material services for, advise, or consult or otherwise share material information with, the portion of your employment the business or enterprise, or the employees thereof, engaged in competition. Notwithstanding anything herein to the contrary, Wal Mart Stores, Inc. and its affiliates and KMart Corporation and its affiliates shall be considered to be "in competition" with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal the length of any violation of this Section 7.3Company.

Non-Competition. During your employment with the Company and Executive agrees that for a period of one twelve (112) year thereafter months after termination of her employment (the “Restricted "Non-Competitive Period”"), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engagedExecutive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the Restricted Business; (ii) hold a 2.5% research, development, testing, design, manufacture, sale, lease, marketing, utilization or greater equityexploitation of any products or services which are designed for the same purpose as, voting are generically the same as, or profit participation interest are otherwise competitive with, products or services of the Company, in existence or under development, in any persongeographic area where, associationat the time of termination of her employment hereunder, the business of the Company was being conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two percent (2.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity who is engagedcontrolled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, in for himself, themselves, or for any other person or entity, any employee or consultant of the Restricted Business Company or (iii) carry on any of its affiliates, or be in request or cause any way engaged, concerned employee or interested in consultant of the Company or have business dealings with the Restricted Business. For purposes any of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products its affiliates to terminate her employment or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the Group and with which you were directly connected during your employment with the Company or any of its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessoraffiliates. Notwithstanding the foregoing, with prior written consent from the Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor If any portion of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained restrictions set forth in this Section 7 5 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of othersthereby be adversely affected. You agree Executive declares that the Restricted Period territorial, time limitations and scope of activities restricted as set forth in this Section 5 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. The existence of any claim or cause of action by Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants, but such claim or cause of action shall be extended by a period equal the length of any violation of this Section 7.3litigated separately.