Common use of Acknowledgments by Representative; Support Clause in Contracts

Acknowledgments by Representative; Support. (a) Representative acknowledges that by virtue of his or her positions with UAB, he or she has developed considerable expertise in the business operations of UAB and has access to extensive confidential information with respect to UAB and has access to Confidential Information (as defined below). Representative recognizes that HCC and HBC would be irreparably damaged, and HCC’s and HBC’s substantial investment as a result of the acquisition of UAB in the Merger would be materially impaired, if Representative were to (i) disclose or make unauthorized use of any Confidential Information, (ii) take certain actions relative to employees of UAB, or (iii) solicit current or prospective clients, customers, suppliers, agents or certain other Persons. Accordingly, Representative expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Representative in all respects. (1) This recital to be omitted from agreements signed by directors who own no shares of UAB Common Stock. (b) Representative agrees during the Applicable Period (as defined below) to support and refrain from (i) disparaging the goodwill of HCC, HBC and UAB, and (ii) harming the customer and client relationships of UAB as of the Effective Time of the Merger. For purposes of this Agreement, “Applicable Period” shall mean the period commencing on the Effective Time and ending on the later of: (i) two (2) years from and after the Effective Time, or (ii) one (1) year from and after the date on which Representative is no longer a director or employee of HCC or HBC.

Acknowledgments by Representative; Support. (a) Representative acknowledges that by virtue of his or her positions with UABTVB, he or she has developed considerable expertise in the business operations of UAB TVB and has access to extensive confidential information with respect to UAB TVB and has access to Confidential Information (as defined below). Representative recognizes that HCC and HBC would be irreparably damaged, and HCC’s and HBC’s substantial investment as a result of the acquisition of UAB TVB in the Merger would be materially impaired, if Representative were to (i) disclose or make unauthorized use of any Confidential Information, (ii) take certain actions relative to employees of UABTVB, or (iii) solicit current or prospective clients, customers, suppliers, agents or certain other Persons. Accordingly, Representative expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Representative in all respects. (1) This recital to be omitted from agreements signed by directors who own no shares of UAB Common Stock. (b) Representative agrees during the Applicable Period (as defined below) to support and refrain from (i) disparaging the goodwill and reputation of HCC, HBC and UABTVB, and (ii) harming the customer and client relationships of UAB TVB as of the Effective Time of the Merger. For purposes of this Agreement, “Applicable Period” shall mean the period commencing on the Effective Time and ending on the later of: (i) two (2) years from and after the Effective Time, or (ii) one (1) year from and after the date on which Representative is no longer a director or employee of HCC or HBC.

Acknowledgments by Representative; Support. (a) Representative acknowledges that by virtue of his or her positions with UAB, he or she has developed considerable expertise in the business operations of UAB and has access to extensive confidential information with respect to UAB and has access to Confidential Information (as defined below). Representative recognizes that HCC and HBC would be irreparably damaged, and HCC’s and HBC’s substantial investment as a result of the acquisition of UAB in the Merger would be materially impaired, if Representative were to (i) disclose or make unauthorized use of any Confidential Information, (ii) take certain actions relative to employees of UAB, or (iii) solicit current or prospective clients, customers, suppliers, agents or certain other Persons. Accordingly, Representative expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Representative in all respects. (1) This recital to be omitted from agreements signed by directors who own no shares of UAB Common Stock. (b) Representative agrees during the Applicable Period (as defined below) to support and refrain from (i) disparaging the goodwill of HCC, HBC and UAB, and (ii) harming the customer and client relationships of UAB as of the Effective Time of the Merger. For purposes of this Agreement, “Applicable Period” shall mean the period commencing on the Effective Time and ending on the later of: (i) two (2) years from and after the Effective Time, or (ii) one (1) year from and after the date on which Representative is no longer a director or employee of HCC or HBC.