Common use of Enforcement Clause in Contracts

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. (a) Executive acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Sections 5, 6 and 7 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its Subsidiaries and other Confidential Information and goodwill of the Company and its Subsidiaries to the extent and for the periods of time expressly agreed to herein. Executive acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its Subsidiaries may pursue, at its discretion, enforcement of Sections 5, 6 and 7 in any court of competent jurisdiction (each a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 5, 6 and 7 above are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because Executive’s services are unique and because Executive has intimate knowledge of the nature of the and access to Confidential Information to which Executive has accessand Work Product, it the parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Sections 5, 6 and consents that if Executive commits 7, and any breach of the terms of Sections 5, 6 and 7 would result in irreparable injury and damage to the Company and its Subsidiaries for which the Company and its Subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Sections 5, 6 and 7, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 8 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its Subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Executive.

Enforcement. Executive acknowledges (a) The Corporation expressly confirms and agrees that: (i) that it has entered into this Agreement and assumed the purpose obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the covenants Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are unique and special, trade secrets and other confidential information that failure of the Company; (ii) because Corporation to comply with the provisions of the nature of the business in this Agreement will cause irreparable and immediate injury to Indemnitee, for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies a remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of As a Restrictive Covenantresult, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that may Indemnitee shall deem it shall be available necessary or desirable to itretain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to temporary the Indemnitee at the time such fees, costs, and permanent injunctive relief from a court expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of competent jurisdictionthe indemnification or advancement of fees, without posting any bond costs, and expenses or other security and without benefit sought, the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined expenses incurred by Indemnitee in connection with an action pursuant to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which this Section 16 shall be given equitably allocated between the maximum effect possible Corporation and shall be fully enforced, without regard to the invalid portionsIndemnitee. In particular, without limiting the generality of Notwithstanding the foregoing, if the covenants set forth a Change in Section 7 are found by a court or an arbitrator to be unreasonableControl shall have occurred, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable Indemnitee shall be substituted for entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionSection 8.

Enforcement. In view of the foregoing, the Executive acknowledges and agrees that: (i) that it is reasonable and necessary for the purpose protection of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillgood will, business, trade secrets and other secrets, confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Proprietary Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that he makes the covenants in this Section 8 and that the Company will suffer irreparable injury if the Executive engages in the event conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Executive breached agrees that upon a breach, threatened breach or violation by him of any such covenants; and (iii) of the foregoing provisions of this Section 8, the Company, in addition to all other remedies it may have including an action at law (such for damages, shall be entitled as monetary damages) for any breach a matter of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantright to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, specific performance or any other right or remedy that may be available to it) to temporary and permanent injunctive form of equitable relief from a in any court of competent jurisdiction, jurisdiction without posting any being required to post bond or other security and without having to prove the necessity of proof of actual damage. If any portion inadequacy of the Restrictive Covenants is hereafter determined available remedies at law, to enjoin and restrain the Executive and each and every other person, partnership, association, corporation or organization acting in concert with the Executive, from the continuance of any action constituting such breach. The Company shall also be entitled to recover from the Executive all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Executive acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that, should there be a violation or attempted or threatened violation by the Executive of any of the provisions contained in these subsections, the Company shall be entitled to relief by way of injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in Sections 8 (a), (b) or (c) shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be invalid unenforceable because of its duration, scope, or unenforceable in any respectarea, such determination shall not affect the remainder thereof, which it shall be given the maximum effect possible deemed to be and shall be fully enforced, without regard amended to conform to the invalid portions. In particularscope, without limiting the generality period of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator time and geographical area which would permit it to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionenforced.

Enforcement. (a) Executive acknowledges and agrees thatthat the covenants contained in Sections 1, 2, 3, 4 and 5 of this Agreement are reasonable and necessary to protect the Confidential Information and Trade Secrets, business and goodwill of the Company and its subsidiaries. Executive further represents that his experience and capabilities are such that the provisions of this Agreement will not prevent him from earning a livelihood or cause undue hardship and that the covenants contained in Sections 1, 2, 3, 4 and 5 are reasonable in view of the benefits and consideration Executive has received or will receive from the Company. (b) In recognition of the fact that irreparable harm will result to the Company in the event of any breach or anticipatory breach of Section 1, 2, 3, 4 or 5 of this Agreement by Executive, or Executive’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, and that money damages may not provide adequate relief, the parties agree that the Company shall be entitled to the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and other equitable relief, and Executive hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, including attorneys’ fees, expert witness fees, expenses and costs incurred by the Company to defend or enforce the provisions of this Agreement. (c) In the event the Company is required to enforce any of its rights contained in Section 4 through legal proceedings, the parties acknowledge that it may be difficult or impossible to ascertain the precise amount of damages or lost profits incurred by the Company. Therefore, in the event of any breach by Executive of Section 4 of this Agreement, in addition to any other relief available to the Company at law or in equity, Executive agrees that the damages for each client lost in whole or in part by the Company as a result of Executive’s breach shall be two hundred percent (200%) of the gross commissions and fees received by the Company from such client during the twelve (12) months preceding the cessation of Executive’s employment. In arriving at this calculation, Executive agrees that the Company and Executive have considered the following factors: (i) the purpose value of the covenants set forth in Sections 5 through 7 above clients; (ii) the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information business of the Company; (iiiii) because the type and quality of the nature clients; (iv) the substantial amount of the business in which the Company is engaged time, effort and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of expense incurred by the Company in acquiring, developing and maintaining the event Executive breached any clients; (v) the number of years the Company typically retains such covenantsclients; (vi) the profitability of renewal business; and (iiivii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under various other factors relating to the Restrictive Covenants would be inadequaterelationship between the Company and the clients. Executive therefore further agrees and consents that if Executive commits any breach of a Restrictive Covenant, shall be obligated to reimburse the Company shall have for all reasonable costs, expenses and counsel fees incurred by the right Company in connection with the enforcement of its rights hereunder. (d) The restrictive periods set forth in addition tothis Agreement (including those set forth in Sections 3, 4 and not in lieu of, any other right or remedy that may be available to it5 hereof) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible expire and shall be fully enforcedtolled during any period in which Executive is in violation of such restrictive periods, without regard and therefore such restrictive periods shall be extended for a period equal to the invalid portions. In particular, without limiting the generality duration of the foregoing, if the covenants set forth in Section 7 are found any violations thereof by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionExecutive.

Enforcement. The Executive acknowledges and agrees that: (i) the purpose that any breach by him of any of the covenants set forth in Sections 5 through 7 above provisions of this Section 8 (the “Restrictive Covenants”) is would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches or threatens to protect the goodwill, trade secrets and other confidential information commit a breach of any of the Company; (ii) because provisions of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantSection 8, the Company shall have the right (ability to seek the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other right or remedy that may be rights and remedies available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionthe Company under law or in equity (including, without limitation, the recovery of damages): (i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond or other security and without the necessity need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of proof restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of actual damage. If such covenants; and (ii) the right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any portion transactions constituting a breach of the Restrictive Covenants is hereafter determined Covenants, and the Executive shall account for and pay over such Benefits to be invalid or unenforceable the Company and, if applicable, its affected subsidiaries and/or affiliates. The Executive agrees that in any respectaction seeking specific performance or other equitable relief, such determination he will not assert or contend that any of the provisions of this Section 8 are unreasonable or otherwise unenforceable. Other than a material breach of this Agreement, the existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard constitute a defense to the invalid portions. In particular, without limiting the generality enforcement of the foregoingRestrictive Covenants. Notwithstanding anything in this Agreement to the contrary, if in the covenants set forth in event that any claim, action, or suit is brought for the purpose of determining or enforcing the rights of the Company under this Section 7 are found by a court or an arbitrator to be unreasonable8, Executive and the Company agree that is the maximum periodprevailing party in such claim, scope action, or geographical area that is found to be reasonable suit, the Company shall be substituted for entitled to recover from the stated periodExecutive all reasonable costs and expenses incurred by it, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionincluding reasonable attorneys’ fees.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration, (ii) in any jurisdictionthe event that the Participant sold the PBRSU Shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares, and (iii) in the case of unvested Granted PBRSUs, such determination shall not unvested Granted PBRSUs will automatically be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionforfeited for no consideration.

Enforcement. Executive acknowledges and a. Grantee agrees that: (i) that the purpose Company Group would suffer irreparable damage, that the Company Group would not have any adequate remedy at law in the event of a breach or threatened breach of any of the covenants set forth in Sections 5 through 7 above 1, 2 or 3 of this Schedule E (collectively, the “Restrictive Covenants”), that the damages resulting from any such breach or threatened breach would be material but not readily susceptible to being measured in monetary terms, and that any remedy at law (including the payment of damages) is to protect the goodwill, trade secrets and other confidential information would be inadequate as a result of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesssuch breach or threatened breach. Accordingly, it would be impractical and excessively difficult to determine the actual damages is agreed that any member of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach Group shall be entitled to an immediate injunction or injunctions to prevent breaches or threatened breaches of Executive’s obligations under the Restrictive Covenants would and to specific performance of such Restrictive Covenants, in each case without proof of actual damages, and Grantee waives any requirement for the securing or posting of any bond in connection with any such remedy. b. Grantee further agrees that the remedies provided for in this Section 4 of Schedule E shall be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu limitation of, any other right or remedy remedies that may be available to it) the Company Group whether at law or in equity, including monetary damages, and all of the Company Group’s rights shall be unrestricted, including, but not limited to, the right to temporary terminate Grantee at any time for any reason. c. Grantee acknowledges and permanent injunctive relief from a court agrees that as used in this Schedule E, the “Company Group” shall mean Employer and any current or former Affiliate of competent jurisdictionany member of Employer, without posting any bond as determined by EOC Parent in its discretion. Without limiting the foregoing, the Company may elect to assign or other security and without the necessity of proof of actual damage. If transfer all or any portion of its rights to enforce the Restrictive Covenants provisions of this Schedule E to any person or entity who is hereafter determined a successor to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality member of the foregoing, if the covenants set forth in Section 7 are found by a court Company Group or an arbitrator to be unreasonable, Executive and any person or entity who acquires one or more businesses from any member of the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionGroup.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of The parties hereto agree and acknowledge that the covenants set forth and agreements contained herein are reasonable in Sections 5 through 7 above (the “Restrictive Covenants”) is scope, area, and duration and necessary to protect the goodwill, trade secrets and other confidential information reasonable competitive business interests of the Company; Employer, including, without limitation, the value of the proprietary information and goodwill of the Employer. (ii) because The Executive agrees that the covenants and undertakings contained in Section 9 of this Agreement relate to matters which are of a special, unique and extraordinary character and that the nature of the business Employer cannot be reasonably or adequately compensated in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in an action at law in the event the Executive breached breaches any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequatethese covenants or undertakings. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantTherefore, the Company Executive agrees that the Employer shall have be entitled, as a matter of course, without the right (in addition toneed to prove irreparable injury, and not in lieu ofto an injunction, any restraining order or other right or remedy that may be available to it) to temporary and permanent injunctive equitable relief from a any court of competent jurisdiction, without posting restraining any bond violation or threatened violation of any of such terms by the Executive and such other security persons as the court shall order. The Executive agrees to pay costs and without legal fees incurred by the necessity Employer in obtaining such injunction. (iii) Rights and remedies provided for in this Section 9(b) are cumulative and shall be in addition to rights and remedies otherwise available to the parties under any other agreement or applicable law. (iv) In the event that any provision of proof of actual damage. If this Agreement shall to any portion of the Restrictive Covenants is hereafter determined to extent be invalid held invalid, unreasonable or unenforceable in any respectcircumstances, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found remainder of this Agreement and the application of such provision of this Agreement to be reasonable other circumstances shall be substituted for valid and enforceable to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be unenforceable because of the Restrictive Covenants are determined to be wholly scope or partially unenforceable in any jurisdictionduration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall not reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be a bar to or enforceable and shall be enforced. The parties hereto recognize that if, in any way diminish the Company’s right judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement, then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenant covenants will remain in any full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. (v) In the event of the Executive's breach of this Section 9, in addition to all other jurisdictionrights the Employer may have hereunder or in law or in equity, all payments and benefits hereunder shall cease; all options, stock, and other securities granted by the Employer, including stock obtained through prior exercise of options, shall be immediately forfeited (whether or not vested), and the original purchase price, if any, shall be returned to the Executive; and all profits received through exercise of options or sale of stock, and all previous payments and benefits made or provided hereunder shall be promptly returned and repaid to the Company.

Enforcement. Executive acknowledges The rights and agrees that: remedies of the parties shall be cumulative with and not exclusive of any other remedy conferred hereby. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, including the Stockholder’s obligations to vote its Covered Shares as provided in this Agreement, in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware, without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties (i) consents to submit itself, and hereby submits itself, to the purpose personal jurisdiction of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Court of Chancery of the Company; State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information agrees that it will not attempt to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached deny or defeat such personal jurisdiction by motion or other request for leave from any such covenants; court, and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) remedies at law (agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such as monetary damages) for courts has subject matter jurisdiction, any breach state court of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach State of a Restrictive Covenant, the Company shall have the right (in addition toDelaware having subject matter jurisdiction, and not in lieu of, any other right or remedy that may be available (iv) consents to it) to temporary and permanent injunctive relief from a court service of competent jurisdiction, without posting any bond or other security and without process being made through the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants notice procedures set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction11.

Enforcement. Executive acknowledges a) The parties acknowledge and agrees that: (i) the purpose of agree that compliance with the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) this Agreement is necessary to protect the goodwillConfidential Information and Trade Secrets, trade secrets business and other confidential information goodwill of the Company; (ii) because , and that any breach of this Agreement will result in irreparable and continuing harm to the nature of the business in Company, for which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessmoney damages may not provide adequate relief. Accordingly, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any or anticipatory breach of this Agreement by you, or your claim in a Restrictive Covenantdeclaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that the Company shall have be entitled to the right (following particular forms of relief as a result of such breach, in addition toto any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and not in lieu of, you consent to the issuance thereof forthwith and without bond by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, without posting including attorneys’ fees, incurred by the Company to defend or enforce the provisions of this Agreement if you argue that such covenants are unreasonable or unenforceable. b) The parties hereto hereby declare that it is impossible to measure in money the damages that will accrue to the Company by reason of your failure to perform any bond of your obligations under Sections 7, 8, 9, and 10. Accordingly, if the Company institutes any action or proceeding to enforce the provisions hereof, to the extent permitted by applicable law, you hereby waive the claim or defense that the Company has an adequate remedy at law, and you shall not urge in any such action or proceeding the defense that any such remedy exists at law. The foregoing rights shall be in addition to any other security rights and without remedies available to the necessity of proof of actual damage. Company under law or in equity. c) If any portion of the Restrictive Covenants covenants contained in Sections 7, 8, 9, and 10, or any part thereof, is hereafter determined construed to be invalid or unenforceable in any respectunenforceable, such determination the same shall not affect the remainder thereofof the covenant or covenants, which shall be given the maximum effect possible and shall be fully enforcedfull effect, without regard to the invalid portionsportion(s). In particular, without limiting the generality of the foregoingaddition, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined covenants contained in Sections 7, 8, 9, and 10 hereof, or any part thereof, is held by any person or entity with jurisdiction over the matter to be wholly invalid or partially unenforceable because of duration of such provision or the geographical area covered thereby, the parties agree that such person or entity shall have the power to reduce the duration and/or geographical area of such provision and, in its reduced form, said provisions shall then be enforceable. d) It is understood and agreed that no failure or delay by the Company in exercising any jurisdictionright, such determination power or privilege contained in Sections 7, 8, 9, and 10 shall not be operate as a bar waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege contained in Sections 7, 8, 9, or 10. e) It is understood and agreed that references to or the “Company” in any way diminish the foregoing Sections 7, 8, 9 and 10 include the Company’s right to enforce any such covenant in any other jurisdiction, Parent and its affiliates.

Enforcement. Executive acknowledges and agrees that: (i) If the purpose Borrower defaults in the performance or observance of any covenant, agreement or obligation of the covenants Borrower set forth in Sections 5 through 7 above this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Authority or the Trustee to the Borrower (provided, however, that the “Restrictive Covenants”) is Authority may at its sole option extend such period if the Borrower provides the Authority with an opinion of Bond Counsel to protect the goodwilleffect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessprovided further, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any default relates to Section 5 hereof and the Borrower is exercising best efforts to comply with such covenants; restrictions as determined by the Authority in its sole discretion, then the cure period described above shall be 6 months and the Qualified Project Period shall be extended for a like period under Section 5(i) hereof), then the Trustee, subject to the provisions of Section 9 hereof and to the extent directed in writing by the Authority, subject to the provisions of the Indenture, acting on its own behalf or on behalf of the Authority, shall declare an “Event of Default” to have occurred hereunder, and, at its option, may take any one or more of the following steps: (iiia) remedies by mandamus or other suit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or the Trustee hereunder; (b) have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; and (c) take such other action at law or in equity as monetary damages) for any breach may appear necessary or desirable to enforce the obligations, covenants and agreements of Executivethe Borrower hereunder. In addition to the enforcement remedies set forth above, upon the Borrower’s obligations default under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Regulatory Agreement, the Company Authority shall have the right (in addition to, and but not in lieu of, any other right or remedy that may be available to itthe obligation) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion lease up to 20% of the Restrictive Covenants is hereafter determined Spaces in the Project for a rental of $1 per Space per year. The Authority shall sublease such units to be invalid or unenforceable in any respect, Qualified Residents to the extent necessary to comply with the provisions hereof. Any rent paid under such determination shall not affect the remainder thereof, which a sublease shall be given the maximum effect possible and shall be fully enforced, without regard paid to the invalid portions. In particular, without limiting Borrower after the generality of Authority has been reimbursed for any expenses incurred by it in connection with the foregoingsublease; provided that, if the covenants set forth Borrower is in default under the Loan, such rent shall be used to make payments under the Loan. The Trustee shall have the right, in accordance with this Section 7 are found by a court or an arbitrator to be unreasonable, Executive 17 and the Company agree provisions of the Indenture, without the consent or approval of the Authority, to exercise any or all of the rights or remedies of the Authority hereunder; provided that prior to taking any such act the maximum periodTrustee shall give the Authority written notice of its intended action. All fees, scope or geographical area that is found costs and expenses of the Trustee, the Authority and the Oversight Agent (including, without limitation, reasonable attorneys’ fees) reasonably incurred in taking any action pursuant to be reasonable this Section 17 shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any sole responsibility of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Borrower; provided the Trustee shall not be a bar obligated to take any action hereunder that results in expenses or liability to the Trustee unless it is compensated and reimbursed for its expenses, including reasonable attorneys’ fees, and indemnified to its satisfaction against liability. After the Indenture has been discharged, or if the Trustee fails to act under this Section 17, the Authority may act in its own behalf to declare an “Event of Default” to have occurred and to take any way diminish one or more of the Company’s right steps specified hereinabove to enforce any such covenant in any other jurisdictionthe same extent and with the same effect as if taken by the Trustee.

Enforcement. Executive acknowledges The enforcement of Sections 11 and agrees that: 12, above shall be subject to the following: (ia) It is agreed and understood by and among the purpose of parties to this Agreement that the restrictive covenants set forth in Sections 5 through 7 above (11 and 12 of this Agreement are each individually essential elements of this Agreement and that, but for the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information agreement of the Company; (ii) because Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants of the nature Executive shall be construed as agreements independent of any other provision of this Agreement. (b) It is agreed by the parties to this Agreement that if any portion of the business restrictive covenants set forth in which Sections 11 and 12 of this Agreement are held to be unreasonable, arbitrary or against public policy, then each such covenant shall be considered divisible both as to time and geographical area, it being the Company is engaged and because intention of the nature parties that a lesser period of time or geographical area shall be enforced so long as the Confidential Information same is not unreasonable, arbitrary or against public policy. The parties to this Agreement agree that, in the event any court of competent jurisdiction determines that a specified time period or a specified geographical area is unreasonable, arbitrary or against public policy, a lesser time period or geographical area which Executive has accessis determined to be reasonable, it would nonarbitrary and not against public policy may be impractical and excessively difficult enforced against the Executive. (c) The parties hereto agree that damages at law will be an insufficient remedy to determine the actual damages of the Company in the event Executive breached any such covenants; that the restrictive covenants of Sections 11 and (iii) remedies at law (such as monetary damages) for any breach 12 of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees this Agreement are violated and consents that if Executive commits any breach of a Restrictive Covenantthat, the Company shall have the right (in addition to, and not in lieu of, to any other right remedies or remedy rights that may be available to it) the Company, the Company shall also be entitled, upon application to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security to obtain injunctive relief to enforce the provisions of Sections 11 and without 12. (d) The period of time during which the necessity Executive is prohibited from engaging in the business practices specified in Sections 11 and 12 of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which this Agreement shall be given extended by any length of time during which the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality Executive is in breach of the foregoing, if the covenants set forth in Section 7 are found by a court Sections 11 or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction12.

Enforcement. (a) Executive acknowledges that violation of any covenant or agreement set forth in this Article IV would cause the Company irreparable damage for which the Company cannot be reasonably compensated in damages in an action at law, and, therefore, upon any breach by Executive of this Article IV, the Company shall be entitled to make application to a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). This provision shall not, however, be construed as a waiver of any of the rights which the Company may have for damages, and all of the Company's rights and remedies shall be unrestricted. (b) If any provision of this Agreement, or application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to any other person, place and circumstance shall remain in full force and effect. It is the intention of the parties hereto that the covenants contained herein shall be enforced to the maximum extent (but no greater extent) in time, area, and degree of participation as is permitted by the law of the jurisdiction whose law is found to be applicable to the acts allegedly in breach of this agreement, and the parties hereby agree that the court making any such determination shall have the power to so reform the Agreement. (c) The Executive understands that the provisions of this Article IV may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees that: and hereby acknowledges that (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) such provisions do not impose a greater restraint than is necessary to protect the goodwill, trade secrets and goodwill or other confidential information business interests of the Company; (ii) because such provisions contain reasonable limitations as to time and the scope of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information activity to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenantsrestrained; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations the consideration provided under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement, the Company shall have the right (in addition toincluding, and not in lieu ofwithout limitation, any other right amounts or remedy that may be available benefits provided under Article V hereof, is sufficient to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, compensate Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawin this Article IV. If any In consideration of the Restrictive Covenants are determined to be wholly or partially unenforceable foregoing and in any jurisdictionlight of Executive's education, such determination shall skills and abilities, Executive agrees that he will not assert, and it should not be considered, that any provisions of this Article IV prevented him from earning a bar living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) Each of the covenants of this Article IV is given by Executive as part of the consideration for this Agreement and as an inducement to or in any way diminish the Company’s right Company to enforce any such covenant in any other jurisdictionenter into this Agreement and accept the obligations hereunder.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and the Employer Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges and agrees that: (i) Employee and Farmmi have examined in detail the purpose covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Farmmi and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment. (ii) Employee understands and agrees that the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement survive the termination of his employment (regardless of the reason) and remain binding and enforceable against him according to the restrictions’ respective terms. (iii) If any of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Agreement shall be deemed to be amended at such time to reflect such determination. (iv) Employee agrees that a breach by him of any of the covenants and restrictions set forth in Sections 5 through 7 above Paragraph 8 (the “Restrictive Covenants”including all subsections) is of this Agreement will result in irreparable injury to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in Farmmi for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would a remedy at law shall be impractical and excessively difficult to determine the actual damages of the Company insufficient. Employee agrees that in the event Executive breached any of a breach or threatened breach of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would , Farmmi shall be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantentitled to temporary, the Company shall have the right (in addition topreliminary, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security the need to prove irreparable harm and without the necessity of proof placing a bond for such injunction. The application of actual damage. If any portion form of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination injunctive relief shall not affect make any other legal or equitable remedy unavailable. (v) In the remainder thereof, which shall be given event that the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are Employee is found by a court or an arbitrator other enforcement authority to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If have breached any of the Restrictive Covenants are determined to covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement, then the time periods set forth in such restrictions, if any, shall automatically be wholly or partially unenforceable extended by the length of time which Employee shall have been in breach of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionof said provisions.

Enforcement. Executive Participant understands that the restrictions set forth in Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement may limit his or her ability to earn a livelihood in a business similar to the business of the Company or an affiliate thereof, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits in connection with his or her Continuous Service with the Company or an affiliate thereof to clearly justify such restrictions which, in any event (given his or her education, skills and ability), Participant does not believe would prevent him or her from otherwise earning a living. Participant has carefully considered the nature and extent of the restrictions placed upon him or her by Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement, and hereby acknowledges and agrees that: (i) that the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillsame are reasonable, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which do not confer a benefit upon the Company is engaged disproportionate to the detriment of Participant and because of are reasonable in time, scope and territory and necessary for the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages protection of the Company in and its affiliate and are an essential inducement to the event Executive breached any such covenants; Company’s grant of the Restricted Award. Because Participant’s services are unique and (iii) remedies at law (such as monetary damages) because Participant has access to Confidential Information and Work Product, the Parties hereto agree that money damages would be an inadequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequateprovisions of Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement. Executive therefore agrees and consents that if Executive commits any Therefore, in the event of a breach or threatened breach of a Restrictive Covenantthe restrictions in Exhibit A to the Notice and Agreement, the Company shall have the right (or its successors or assigns may, in addition toto other rights and remedies existing in their favor at law or in equity, and not apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in lieu order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require Participant to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any other right or remedy that may be available transactions constituting a breach of the covenants contained in Exhibit A to it) to temporary the Notice and permanent injunctive relief from Agreement, if and when the judgment of a court of competent jurisdictionjurisdiction is so entered against Participant. If, without posting any bond or other security and without at the necessity time of proof of actual damage. If any portion enforcement of the Restrictive Covenants is hereafter determined to be invalid or unenforceable restrictions provided in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard Exhibit A to the invalid portions. In particularNotice and Agreement, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableholds that the restrictions stated herein are unreasonable under the circumstances then existing, Executive and the Company parties agree that the maximum period, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly reasonable under the circumstances by such court or partially unenforceable arbitrator, as applicable. Participant covenants and agrees that he or she will not seek to challenge the enforceability of the covenants contained in Exhibit A to the Notice and Agreement against the Company or any jurisdictionof its affiliates, nor will Participant assert as a defense to any action seeking enforcement of the provisions contained in Exhibit A to the Notice and Agreement (including an action seeking injunctive relief) that such determination shall provisions are not be a bar enforceable due to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionlack of sufficient consideration received by Participant.

Enforcement. In signing this Agreement, the Executive acknowledges gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that the Executive has entered into this Agreement knowingly and voluntarily. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that: (i) , were the purpose Executive to breach any of the covenants set forth contained in Sections 5 through 7 above (this Section 3, the “Restrictive Covenants”) damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. So that the Company may enjoy the full benefit of the covenants contained in Section 3.4(c), the Executive further agrees that the Non-Solicitation Period will be tolled, and will not run, during the period of any breach by the Executive of the covenants contained therein. In the event that any provision of this Section 3 is determined by any court of competent jurisdiction to protect be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the goodwill, trade secrets and other confidential information maximum extent permitted by law. It is also agreed that each of the Company; (ii) because ’s Affiliates will have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including, without limitation, pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the business in which Executive’s employment or other relationship with the Company is engaged and because or any of its Affiliates, will operate to excuse the Executive from the performance of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in this Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction3.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, Confidential Information, customer relationships, and goodwill of the Company and are considered by the Participant to be reasonable for that purpose, and that the scope of restricted activities, the geographic scope, and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing, and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates (as defined below). The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found, or deemed to be unreasonable, unlawful, or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration; (ii) in any jurisdictionthe event that the Participant sold the PBRSU Shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares; and (iii) in the case of unvested Granted PBRSUs, such determination shall not unvested Granted PBRSUs will automatically be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionforfeited for no consideration.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any vested shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration. In the event that the Participant sold the shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in any jurisdictioncash, within thirty (30) days of a request by the Company for such determination shall not be a bar to or in any way diminish payment, the Company’s right to enforce any such covenant in any other jurisdictionprice at which the Participant sold the Shares.

Enforcement. In signing this Agreement, Executive gives the Company assurance that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 7. Executive agrees that these restraints are necessary for the proper protection of the Company Group and their Affiliates and their trade secrets and Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Restricted Period, Executive will provide a copy of this Agreement (including, without limitation, Section 7) to such entity. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company Group and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company Group, in addition to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security. Executive understands and agrees that: (i) the purpose that if it is finally determined that he violated any of the covenants obligations set forth in Sections 5 through the Restrictive Covenants (as defined below), the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation; provided that such litigation was initiated during the period of restriction. Executive and the Company further agree that, in the event that any provision of this Section 7 above (is determined by any court of competent jurisdiction to be unenforceable by reason of it being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the “Restrictive Covenants”) maximum extent permitted by law. It is to protect the goodwill, trade secrets and other confidential information also agreed that each of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages Affiliates of the Company in Group will have the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach right to enforce all of Executive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 7, and that such parties’ ability to enforce their rights under the Restrictive Covenants would be inadequate. or applicable law against Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or impaired in any way diminish by the Company’s right to enforce any such covenant in existence of a claim or cause of action on the part of Executive based on, or arising out of, this Agreement or any other jurisdictionevent or transaction relating thereto other than Section 4, Section 6 or Section 8 of this Agreement or any other event or transaction relating thereto.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restricted covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar subject to or in any way diminish repurchase by the Company’s right , in its sole discretion, at a price equal to enforce any the lesser of the Exercise Price and the Fair Market Value of the Shares at the time of repurchase. In the event that the Participant sold the Shares purchased by the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such covenant in any other jurisdictionpayment, the positive difference, if any, between the price at which the Participant sold the Shares and the amount at which the Company could have repurchased the Shares pursuant to the preceding sentence.

Enforcement. Executive acknowledges (a) Subject to Section 6.3.2(c), Novartis will have the initial right to bring and agrees that: (i) control any legal action in connection with the purpose Third Party Infringement against a Third Party who is infringing the relevant Intellectual Property Rights by making, using or selling a product that contains a compound that inhibits the Target of the covenants set forth a Profile, at its own expense as it reasonably determines appropriate, and Infinity may choose, at its own expense, to be represented in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenantsaction by counsel of its own choice; in any event, if Infinity is required as a necessary party to such action, Novartis shall pay Infinity’s reasonable expenses associated therewith. At the request and (iii) remedies at law (expense of Novartis, Infinity shall provide reasonable assistance to Novartis in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action. In connection with any such as monetary damages) for proceeding, Novartis shall not enter into any breach of Executive’s obligations under settlement admitting the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu invalidity of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionotherwise impairing Infinity’s rights in, without posting any bond Infinity Intellectual Property or other security and Joint IP without the necessity prior written consent of proof Infinity. Any recoveries resulting from such an action relating to a claim of actual damage. If Third Party Infringement (after payment of each Party’s costs and expenses) will be retained by Novartis; provided, however, that any portion of the Restrictive Covenants is hereafter determined such recovery (after payment of each Party’s costs and expenses) other than any amounts attributable to be invalid multiple or unenforceable in any respect, such determination shall not affect the remainder thereof, which punitive damages shall be given the maximum effect possible treated as Net Sales of Novartis with respect to a Licensed Product and shall be fully enforced, without regard subject to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants a royalty payment to Infinity as set forth in Section 7 are found 7.5. (b) If, within [**] days after Novartis’ receipt of a notice of Third Party Infringement with respect to Joint IP or Infinity Intellectual Property, Novartis does not bring legal action as permitted hereunder against a Third Party who is infringing such Intellectual Property Rights by making, using or selling a court product that contains a compound that inhibits the Target of a Profile, Infinity may, in its sole discretion, bring and control any legal action in connection therewith at its sole expense. At the request and expense of Infinity, Novartis shall provide reasonable assistance to Infinity in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action. In connection with any such proceeding, Infinity shall not enter into any settlement admitting the invalidity of or otherwise impairing Novartis’ rights under the Joint IP or such Infinity Intellectual Property without the prior written consent of Novartis. For the sake of clarity, in no event will Novartis be required to consent to any settlement that impairs Novartis’ rights under Joint IP or Infinity Intellectual Property hereunder. Any recoveries resulting from such an arbitrator action relating to a claim of Third Party Infringement (after payment of each Party’s costs and expenses) will be unreasonable, Executive retained by Infinity. (c) If the Parties receive notice of a Third Party Infringement with respect to Joint IP or Infinity Intellectual Property and the Company agree relevant Third Party is infringing such Intellectual Property Rights by making, using or selling a product that contains a compound(s) that inhibits the maximum period, scope or geographical area Target of a Profile and another target that is found not a Target and Infinity, its Affiliates or licensees are researching, developing or commercializing a compound that inhibits such other target, the Parties shall discuss and determine which Party shall enforce the Infinity Intellectual Property with respect to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionThird Party Infringement.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the CompanyParent Company and its Subsidiaries; (ii) because of the nature of the business in which the Parent Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Parent Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 8 above (the “"Restrictive Covenants”") is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s 's obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s 's right to enforce any such covenant in any other jurisdiction.

Enforcement. The Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Section 7, the Company shall have business interests of the right (in addition toEmployer and the Employer Affiliates could be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates, and not in lieu ofthe Employer will be entitled to seek to enforce this Agreement by a temporary, any other right or remedy that may be available to it) to temporary and preliminary and/or permanent injunctive relief from a court of competent jurisdiction, without posting any bond injunction or other security and equitable relief, without the necessity of proof of actual damageposting bond or security, which the Executive expressly waives. If any portion The Executive understands that the Employer may waive some of the Restrictive Covenants is hereafter determined requirements expressed in this Agreement, but that such a waiver to be invalid or unenforceable effective must be made in any respect, such determination shall writing and should not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish be deemed a waiver of the CompanyEmployer’s right to enforce any such other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant in and that the unenforceability of any of them shall not preclude the enforcement of any other jurisdictioncovenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. It is also agreed that each of the Employer Affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges In signing this Agreement, I give the Company assurance that I have carefully read and agrees considered all of the restraints imposed on me hereunder, that I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that I have signed this Agreement knowingly and voluntarily. I agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company, and are reasonable in respect to subject matter, length of time and geographic area. I further agree that: (i) the purpose , were I to breach any of the covenants set forth in Sections 5 through 7 above (contained herein, the “Restrictive Covenants”) is damage to protect the goodwill, trade secrets and other confidential information of Company would be irreparable. I therefore agree that the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy that may be remedies available to it) , shall be entitled to temporary preliminary and permanent injunctive relief from a court of competent jurisdictionjurisdiction against any breach or threatened breach by me of any such covenants, without posting any bond or other security and without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. So that the necessity of proof of actual damage. If any portion Company may enjoy the full benefit of the Restrictive Covenants is hereafter determined to be invalid or unenforceable covenants contained in any respectSections 8.C and 8.D above, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company I further agree that the maximum periodNon-Solicit Period shall be tolled, scope and shall not run, during the period of any breach by me of such covenants. I also agree that if I violate any fiduciary duty to the Company or geographical area unlawfully take any Company Confidential Information or other property belonging to the Company, the Post-Termination Non-Competition Period in Section 8.B will extend by the time during which I engage in such violation(s), for up to a total of two (2) years following the termination of my employment. In the event that any provision of this Agreement is found determined by any court of competent jurisdiction to be reasonable unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein deemed to cover be modified to permit its enforcement to the maximum period, scope and area extent permitted by law. If any Finally, no claimed breach of the Restrictive Covenants are determined this Agreement or other violation of law attributed to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right , or change in the nature or scope of my employment or other relationship with the Company, shall operate to enforce any such covenant in any other jurisdictionexcuse me from the performance of my obligations under this Agreement.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by Participant, the Participant agrees that (i) any shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration and (ii) in any jurisdictionthe event that the Participant sold the shares of Restricted Stock issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such determination shall not be a bar to or in any way diminish payment, the Company’s right to enforce any such covenant in any other jurisdictionprice at which the Participant sold the shares.

Enforcement. (i) The Executive acknowledges and agrees that: (i) that the purpose Company’s remedies at law for a breach or threatened breach of any of the covenants set forth provisions of Sections 8(a), (b) and (c) herein would be inadequate and, in Sections 5 through 7 above (recognition of this fact, the “Restrictive Covenants”) is Executive agrees that, in the event of such a breach or threatened breach, in addition to protect any remedies at law, the goodwillCompany shall be entitled to obtain equitable relief in the form of specific performance, trade secrets and temporary restraining order, temporary or permanent injunction or any other confidential information of the Company; equitable remedy which may then be available. (ii) because of the nature of the business in which In addition, the Company is engaged and because of shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the nature of the Confidential Information Executive pursuant to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company Section 5 in the event that the Executive has violated any provision of Section 8(a) or has materially breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of the Executive’s obligations under Sections 8(b) or (c) of this Agreement. In such event the Restrictive Covenants would Company may require that the Executive repay ninety percent of all cash amounts theretofore paid to the Executive pursuant to Section 5 and in such case the Executive shall promptly repay such amounts on the terms determined by the Company. Notwithstanding anything to the contrary, any outstanding performance share awards (including any shares issued upon vesting of the award) shall be inadequate. Executive therefore agrees subject to any clawback provisions set forth in the applicable award agreement and consents that if Executive commits all Equity Awards shall be subject to any breach clawback or recoupment policy adopted by the Board from time to time. (iii) If the Company seeks a restraining order, an injunction or any other form of a Restrictive Covenantequitable relief, and recovers any such relief, the Company shall have the right (in addition tobe entitled to recover its reasonable attorneys’ fees, court costs, and not in lieu of, any other right or remedy costs incurred obtaining that may be available to it) to temporary and permanent injunctive relief from (even if other relief sought is denied). If the Company obtains a final judgment of a court of competent jurisdiction, without posting pursuant to which the Executive is determined to have breached his/her obligations under this Agreement, the Company shall be entitled to recover, in addition to any bond award of damages, its reasonable attorneys’ fees, costs, and expenses incurred by the Company in obtaining such judgment. (iv) The parties agree that the provisions of this paragraph are reasonable and necessary. The Executive understands that the provisions of Sections 8(a) and 8(b) may limit the Executive’s ability to earn a livelihood in a business similar to the Company’s business but he or she nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other security and without the necessity of proof of actual damage. If any portion business interests of the Restrictive Covenants is hereafter determined Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be invalid restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to the Executive, and (v) the consideration provided hereunder is sufficient to compensate the Executive for the restrictions contained in Sections 8(a) and 8(b). In consideration of the foregoing and in light of the Executive’s education, skills and abilities, the Executive agrees that the Executive shall not assert that, and it should not be considered that, any provisions of Sections 8(a) and 8(b) otherwise are void, voidable or unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in Sections 8(a) and 8(b) to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any respectother restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such determination finding shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality enforceability of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionrestrictions contained herein.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 8 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcovenant under Sections 5 through 8, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants Sections 5 through 8 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges If the Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Borrower set forth in this Regulatory Agreement, and agrees that: if such default remains uncured for a period of 60 days after notice thereof shall have been given (i) by the purpose of Governmental Lender to the covenants set forth in Sections 5 through 7 above (Funding Lender and the “Restrictive Covenants”) is to protect the goodwill, trade secrets Borrower and other confidential information of the Company; Equity Investor or (ii) because by the Funding Lender to the Governmental Lender and the Borrower and Equity Investor (provided, however, that the Governmental Lender may at its sole option extend such period if the Borrower provides the Governmental Lender and the Funding Lender with an opinion of Tax Counsel to the effect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Governmental Lender Note), then the Governmental Lender may, or the Funding Lender, subject to the provisions of the nature Funding Loan Agreement and Construction Funding Agreement, may and at the direction of the business in which Governmental Lender shall, declare an “Event of Default” to have occurred hereunder and shall provide written notice thereof to the Company is engaged Borrower and because the Equity Investor and the Governmental Lender or the Funding Lender, as applicable, and, at its option may take any one or more of the nature following steps: (i) by mandamus or other suit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages rights of the Company in Governmental Lender or the event Executive breached any such covenantsFunding Lender hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; and or (iii) remedies take such other action at law (or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Borrower hereunder. The Borrower hereby agrees that specific enforcement of the Borrower’s agreements contained herein is the only means by which the Governmental Lender may fully obtain the benefits of such as monetary damages) for any breach of Executive’s obligations under agreements made by the Restrictive Covenants would be inadequate. Executive Borrower herein, and the Borrower therefore agrees and consents that if Executive commits to the imposition of the remedy of specific performance against it in the case of any breach Event of a Restrictive Covenant, Default by the Company Borrower hereunder. The Funding Lender shall have the right, in accordance with this Section 20 and subject to the provisions of Section 2.2 of the Borrower Loan Agreement, to exercise any or all of the rights or remedies of the Governmental Lender hereunder; provided that such right (shall be in addition toto the rights of the Governmental Lender hereunder and prior to taking any such act the Funding Lender shall give the Governmental Lender written notice of its intended action. All fees, costs and expenses of the Funding Lender (including, without limitation, reasonable attorneys’ fees) incurred in taking any action pursuant to this Section 20 shall be the sole responsibility of the Borrower. Notwithstanding anything contained in this Regulatory Agreement or the Funding Loan Agreement to the contrary, the occurrence of an Event of Default under this Regulatory Agreement shall not in lieu ofbe deemed, under any circumstances whatsoever, to be a default under the other right or remedy that Funding Loan Documents except as may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or otherwise specified in the other security and without the necessity of proof of actual damageFunding Loan Documents. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company The parties hereto agree that the maximum periodmaturity date of the Borrower Loan may be accelerated solely by the Funding Lender upon the occurrence of a default, scope after the expiration of any notice, grace or geographical area that is found cure periods, on the part of the Borrower under the Borrower Loan Documents in accordance with their respective terms and for no other reason. The Governmental Lender may not, upon the occurrence of an event of default under this Regulatory Agreement, seek, in any manner, to foreclose on the Security Instrument, to cause the Funding Lender to cause a prepayment of the Governmental Lender Note or to declare the principal of the Governmental Lender Note and the interest accrued on the Governmental Lender Note to be reasonable shall be substituted for immediately due and payable or to cause the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein Funding Lender to cover the maximum period, scope and area permitted by law. If take any action under any of the Restrictive Covenants are determined to be wholly Funding Loan Documents or partially unenforceable in any jurisdictionother documents which action would or could have the effect of achieving any one or more of the actions, such determination events or results described above. The occurrence of an Event of Default under this Regulatory Agreement shall not be a bar impair, defeat or render invalid the lien of the Security Instrument. The rights of the Funding Lender under this Section are in addition to or all rights conferred upon the Funding Lender under the Funding Loan Agreement and the other Funding Loan Documents and in any no way diminish the Company’s right to enforce any such covenant in any other jurisdictionlimit those rights.

Enforcement. If Subsections 9. b., c. or d of this Agreement, as applied to Executive or any other Person, is adjudged by a court to be invalid or unenforceable, in whole or in part, the same will in no way affect any other provision of those Subsections or any other part of this Agreement, the application of that provision in any other circumstances or the validity or enforceability of this Agreement. If any provision, or any part of any provision, is held to be unenforceable because of the duration of the provision or the area covered by the provision, the parties agree that the court making such determination will have the power to reduce the duration and/or area of the provision to the longest permissible duration and largest permissible area, and/or to delete specific words or phrases, and in its reduced form Subsections 9. b., c. or d. will then be enforced. It is agreed by the parties hereto that the restrictions set forth in this Section 9 are reasonable and necessary to protect the goodwill of the Company, and the Company’s legitimate business interests. Further, Executive specifically acknowledges and agrees that: that (i) the purpose of the covenants non-competition and other restraints set forth in Sections 5 through 7 above (this Agreement are reasonable in scope and content, not over broad, undue in duration, or otherwise unreasonable in view of the “Restrictive Covenants”) is need to protect the goodwill, trade secrets goodwill and other confidential information legitimate business interests of the Company; (ii) because of the nature of the business in which . Because the Company is engaged and because will be irreparably damaged if the provisions of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement are not specifically enforced, the Company shall have the right (in addition tobe entitled to a temporary or permanent injunction restraining any violation or threatened violation of this Agreement, and not in lieu of, or any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court appropriate decree of competent jurisdictionspecific performance, without posting any bond or other security and without the necessity of proof of showing any actual damagedamage or that monetary damages would not provide an adequate remedy. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination Such remedies shall not affect the remainder thereof, which shall be given the maximum effect possible exclusive and shall be fully enforced, without regard in addition to any other remedy which the invalid portionsCompany may have as a result of any such violation. In particular, without limiting Nothing contained in this Section shall be construed as prohibiting the generality Company from pursuing all other remedies available to them for a breach of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthis Agreement.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because your services are unique and because of the nature of the you have access to Confidential Information to which Executive has accessand Intellectual Property, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies you agree that a remedy at law (such as monetary damages) for any breach or threatened breach of Executive’s obligations under the Restrictive Covenants provisions of this Section 6 would be inadequate. Executive therefore agrees and consents inadequate and, therefore, you agree that if Executive commits any breach member of a Restrictive Covenantthe Oaktree Group shall be entitled to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, to any other right available rights and remedies in case of any such breach or remedy threatened breach; provided, that may nothing contained herein shall be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting construed as prohibiting any bond or other security and without the necessity of proof of actual damage. If any portion member of the Restrictive Covenants is hereafter determined to be invalid Oaktree Group from pursuing any other rights and remedies available for any such breach or unenforceable in threatened breach. If, at the time of enforcement of any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingparagraphs of this Section 6, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableshall hold that the duration, Executive and scope or area restrictions stated herein are unreasonable under the Company circumstances then existing, the parties agree that the maximum periodduration, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope or area, and that the court or arbitrator arbitrator, as the case may be, shall be allowed to construe or revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If You expressly acknowledge and agree that (i) you have carefully read this Agreement and have given careful consideration to the restraints imposed upon you by this Section 6; (ii) you are in full accord as to their necessity; (iii) the rights and remedies under this Section 6 shall be in addition to any other rights and remedies of any member of the Restrictive Covenants Oaktree Group; and (iv) the provisions of this Section 6 are determined an essential inducement to be wholly Oaktree to enter into this Agreement. For the avoidance of doubt, your obligations under this Section 6 are in addition to, and do not qualify or partially unenforceable in relieve you of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in obligation you may have under any other jurisdictionagreement you may have with any other member of the Oaktree Group.

Enforcement. (a) This Agreement shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Connecticut, without reference to its principles of conflict of laws, except to the extent that federal law shall be deemed to preempt such state laws. (b) It is the intention of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the Agreement. The covenants in Section 5 of this Agreement with respect to the Counties shall be deemed to be separate covenants with respect to each County, and should any court of competent jurisdiction conclude or find that this Agreement or any portion is not enforceable with respect to a County, such conclusion or finding shall in no way render invalid or unenforceable the covenants herein with respect to the other County. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this Agreement in order to render the same valid and enforceable. (c) The Executive acknowledges that NewAlliance and agrees that: (i) NewAlliance Bank would not have entered into the purpose Merger Agreement or intend to consummate the Merger unless the Executive had, among other things, entered into this Agreement. Any breach of Section 5 of this Agreement will result in irreparable damage to NewAlliance and NewAlliance Bank for which NewAlliance and NewAlliance Bank will not have an adequate remedy at law. In addition to any other remedies and damages available to NewAlliance and NewAlliance Bank, the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is Executive further acknowledges that NewAlliance and NewAlliance Bank shall be entitled to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information seek injunctive relief hereunder to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for enjoin any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach Section 5 of a Restrictive Covenant, the Company shall have the right (in addition tothis Agreement, and not the parties hereby consent to any injunction issued in lieu of, favor of NewAlliance and NewAlliance Bank by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting prejudice to any bond other right or remedy to which NewAlliance and NewAlliance Bank may be entitled. The Executive represents and acknowledges that, in light of his experience and capabilities, the Executive can obtain employment with other security and without the necessity than a Competing Business or in a business engaged in other lines and/or of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid a different nature than those engaged in by NewAlliance or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court its subsidiaries or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaaffiliates, and that the court or arbitrator shall revise enforcement of a remedy by way of injunction will not prevent the restrictions contained herein to cover the maximum period, scope and area permitted by lawConsultant from earning a livelihood. If any Each of the Restrictive Covenants are determined remedies available to NewAlliance and NewAlliance Bank in the event of a breach by the Consultant shall be wholly or partially unenforceable in any jurisdiction, such determination shall cumulative and not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionmutually exclusive.

Enforcement. Executive acknowledges The parties acknowledge that the type and agrees that: (i) periods of restriction imposed in the purpose provisions of this Section 7 above are fair and reasonable and are reasonably required for the protection of the covenants set forth in Sections 5 through 7 above (legitimate interests of the “Restrictive Covenants”) is to protect Company and the goodwillconfidential information, trade secrets proprietary property and other confidential information goodwill associated with the business of the Company; (ii) because and that the time, scope, geographic area, line of business and other provisions of this Section 7 have been specifically negotiated by sophisticated parties and are given as an integral part of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesstransactions contemplated by this Agreement, it would be impractical being understood that the customers and excessively difficult to determine the actual damages Business Associates of the Company may be located anywhere in the event Executive breached any world and accordingly it is reasonable that the restrictive covenants set forth herein are not limited by narrow geographic area but generally by the location of such covenants; potential customers and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageBusiness Associates. If any portion of the Restrictive Covenants covenants in Section 7 above, or any part thereof, is hereafter determined construed to be invalid or unenforceable in any respectunenforceable, such determination the same shall not affect the remainder thereofof the covenant or covenants, which shall be given the maximum effect possible and shall be fully enforcedfull effect, without regard to the invalid portions. In particularthe event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, without limiting it shall be interpreted to extend only over the generality maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The temporal duration of any the covenants contained in this Section 7 shall not expire, and shall be tolled, during any period that the Executive is in violation of any such covenant, and all such covenants shall automatically be extended by the period of the foregoing, if Executive’s violation thereof. The existence of any claim or cause of action which the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and may have against the Company agree that shall not constitute a defense or bar to the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If enforcement of any of the Restrictive Covenants are determined to provisions of this Agreement and shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish pursued through separate court action by the Company’s right to enforce any such covenant in any other jurisdictionExecutive.

Enforcement. Executive acknowledges Subject to the provisions of Section 11.4 and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantArticle XII, the Company Declarant, the Association, the Architectural Committee, or any Owner shall have the right (but not the obligation) to enforce the terms of this Declaration and any amendment thereto. Failure by the Association, the Architectural Committee, or any Owner to enforce the same shall in addition tono event be deemed a waiver of the right to do so thereafter. Deeds of conveyance of the Property may reference this Declaration, but whether or not such reference is made, each and not in lieu of, all of the terms of this Declaration shall be valid and binding upon the respective grantees. Violators of any other right one or remedy that more of the terms hereof may be available to it) to temporary and permanent injunctive relief from a restrained by any court of competent jurisdictionjurisdiction and damages awarded against such violators, provided, however, that a violation shall not affect the lien of any First Mortgage. If the Architectural Committee enforces any provision of the Project Documents, the cost of the enforcement shall be paid by the Association. In addition to any enforcement rights otherwise available to the Association, the Association shall have the right to enforce any provision of this Declaration by directly taking action necessary to cure or remove a breach of this Declaration, including without posting limitation, removal, repair or replacement of any bond sign, landscaping or other security and without the necessity of proof of actual damage. If Improvement on any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable Property; in any respectsuch event, such determination shall not affect the remainder thereof, which Association shall be given entitled to recover the maximum effect possible costs incurred by the Association in connection with such cure. Pursuant to such cure/removal right of the Association, the Association or its authorized agents may, upon reasonable written notice (or immediately, for willful and recurrent violations, when written notice has previously been given), enter any Lot in which a violation exists and may correct such violation at the expense of the Owner of such Lot, and the Association and its agents are hereby granted an easement for such purpose. Such expenses, and such fines as may be imposed pursuant to this Declaration, the Bylaws, or Association Rules, shall be fully enforceda special Assessment secured by an Assessment Lien upon such Lot enforceable in accordance with the provisions of this Declaration. All remedies available at law or equity shall be available in the event of any breach of any provision of this Section by any Owner, tenant or other person. In addition, the Water Management District shall have the right to enforce, by a proceeding at law or in equity, the provisions contained in this Declaration that relate to the maintenance, operation and repair of the Surface Water Management System for the Property. This shall include, without regard limitation, the right to bring a civil action for an injunction and penalties against the Association to compel it to correct any outstanding violations of the District Permit or the provisions of this Declaration pertaining to the invalid portions. In particular, without limiting Surface Water Management System or in mitigation or conservation areas under the generality responsibility of control of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionAssociation.

Enforcement. (a) The Executive acknowledges and agrees that the provisions of Section 10 and Section 11 are in consideration of: (1) the Base Salary and the other compensation payable hereunder (including any payments during the Severance Period) and (2) additional good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Executive expressly agrees and acknowledges that: (i) the purpose of restrictions contained in Section 10 and Section 11 (A) are reasonable with respect to subject matter, time period and geographical area; (B) do not preclude the covenants set forth in Sections 5 through 7 above Executive from earning a livelihood; and (C) do not unreasonably impose limitations on the “Restrictive Covenants”) is Executive’s ability to protect the goodwillearn a living, trade secrets and other confidential information of the Company; (ii) because the potential harm to the Company and its subsidiaries and affiliates of the nature non-enforcement of the business restrictions contained in which Section 10 and Section 11 outweighs any harm to the Company Executive of such enforcement by injunction or otherwise and (iii) the Executive has carefully read this Agreement, has given careful consideration to the restraints imposed upon the Executive by this Agreement and is engaged in full accord as to their necessity for the reasonable and because of the nature proper protection of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in and its subsidiaries and affiliates. (b) If, at the event Executive breached time of enforcement of any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations Sections 8 through 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcircumstances then existing, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties agree that the maximum periodduration, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope or area, area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If Because the Executive’s services are unique and because he has access to Confidential Information and Work Product, the parties hereto acknowledge and agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by the Executive of any of Sections 8 through 11, the Restrictive Covenants Noncompete Period and the Nonsolicit Period shall be tolled until such breach or violation has been duly cured. The Executive agrees that the restrictions contained in Sections 8 through 11 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionreasonable.

Enforcement. Executive (1) The Participant acknowledges that compliance with all provisions, covenants and agrees that: agreements set forth in this Agreement, and the duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (i2) The Participant acknowledges that a breach of the purpose Participant’s obligations under this Section 11 may result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (3) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. Further, the Participant acknowledges that the equity they receive under this Agreement is mutually agreed upon consideration that is adequate and sufficient to make the covenants in Section 11 immediately binding and enforceable against them. (4) In the event of the violation by the Participant of any of the covenants set forth contained in Sections 5 through 7 above (Section 11 the “Restrictive Covenants”) is terms of each such covenant so violated shall be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business period in which the Company is engaged and because Participant was in breach of the nature covenant or for a period of twelve (12) months from the date of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from entry by a court of competent jurisdictionjurisdiction of an order or judgment enforcing such covenant(s), without posting any bond or other security whichever period is later; provided, however, this extension of time shall be capped, except as to violations of Section 11(d), so that the extension of time does not exceed two years from the date the Participant’s employment ended, and without if this extension would make the necessity of proof of actual damage. If any portion restriction unenforceable under applicable law it will not be applied. (5) Each of the Restrictive restrictive covenants contained in this Agreement is independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its Subsidiaries and Affiliates. Further, should the Participant be subject to an agreement with the Company containing confidentiality, non-solicitation, and/or noncompetition provisions, the restrictive covenants in this Agreement shall supplement (rather than supersede) the covenants in such other agreements (“Other Covenants”), and the Other Covenants is hereafter determined to be invalid shall remain in full force and effect. The existence of any claim or unenforceable in any respectcause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, such determination whether based on this Agreement or otherwise, shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard create a defense to the invalid portions. In particularenforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement. (6) Unless otherwise stated in Section 11(h), without limiting the generality Participant received a copy of this Agreement at least fourteen (14) days in advance of the foregoing, if date the covenants set forth in Section 7 are found by a court or an arbitrator Participant was expected to be unreasonable, Executive and sign it. The Participant understands that the Company agree that the maximum period, scope or geographical area that is found has advised them to be reasonable shall be substituted for the stated period, scope or area, use this time to consult with an attorney regarding this Agreement and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be Participant has a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiondo so.

Enforcement. Executive acknowledges (a) This Agreement shall be construed, enforced and agrees that: (i) interpreted in accordance with and governed by the purpose laws of the covenants set forth in Sections 5 through 7 above State of Connecticut, without reference to its principles of conflict of laws, except to the extent that federal law shall be deemed to preempt such state laws. (b) It is the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information intention of the Company; (ii) because parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the nature Agreement. The covenants in Section 4 of this Agreement with respect to the Counties and the PMSA shall be deemed to be separate covenants with respect to each County and PMSA, and should any court of competent jurisdiction conclude or find that this Agreement or any portion is not enforceable with respect to any of the business Counties or PMSA, such conclusion or finding shall in no way render invalid or unenforceable the covenants herein with respect to any other County or PMSA. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this Agreement in order to render the same valid and enforceable. (c) The Consultant acknowledges that NewAlliance and NewAlliance Bank would not have entered into the Merger Agreement or intend to consummate the Merger unless the Consultant had, among other things, entered into this Agreement. Any breach of Sections 3 or 4 of this Agreement will result in irreparable damage to NewAlliance and NewAlliance Bank for which NewAlliance and NewAlliance Bank will not have an adequate remedy at law. In addition to any other remedies and damages available to NewAlliance and NewAlliance Bank, the Company is engaged Consultant further acknowledges that NewAlliance and because of the nature of the Confidential Information NewAlliance Bank shall be entitled to which Executive has access, it would be impractical and excessively difficult seek injunctive relief hereunder to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for enjoin any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach Sections 3 or 4 of a Restrictive Covenant, the Company shall have the right (in addition tothis Agreement, and not the parties hereby consent to any injunction issued in lieu of, favor of NewAlliance and NewAlliance Bank by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting prejudice to any bond other right or remedy to which NewAlliance and NewAlliance Bank may be entitled. The Consultant represents and acknowledges that, in light of his experience and capabilities, the Consultant can obtain employment with other security and without the necessity than a Competing Business or in a business engaged in other lines and/or of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid a different nature than those engaged in by NewAlliance or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court its subsidiaries or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaaffiliates, and that the court or arbitrator shall revise enforcement of a remedy by way of injunction will not prevent the restrictions contained herein to cover Consultant from earning a livelihood. In the maximum periodevent of a breach of this Agreement by the Consultant, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable Consultant acknowledges that in any jurisdiction, such determination shall not be a bar addition to or in lieu of NewAlliance or NewAlliance Bank seeking injunctive relief, NewAlliance or NewAlliance Bank may also seek to recoup any way diminish or all amounts paid by NewAlliance or NewAlliance Bank to the Company’s right Consultant pursuant to enforce any such covenant Section 5 hereof. Each of the remedies available to NewAlliance and NewAlliance Bank in any other jurisdictionthe event of a breach by the Consultant shall be cumulative and not mutually exclusive.

Enforcement. Executive acknowledges In respect of all Market Participants (other than Hosted Exchanges), the CBOT: (a) shall enforce each Market Participant’s compliance with the terms of the Interface Sublicense Agreement; (b) shall provide LIFFE written notice of any violation by a Market Participant or any other Person of any Interface Sublicense Agreement, immediately upon becoming aware of any such violation; (c) shall provide LIFFE written notice of the termination (specifying the effective date of termination) of any Interface Sublicense Agreement, immediately upon the CBOT receiving or giving notice of such termination; (d) shall, upon the termination of any Interface Sublicense Agreement, provide LIFFE any reasonable assistance as LIFFE may request in facilitating either the return to LIFFE of, or the destruction of and agrees that: certification of the destruction of, all Licensed Technology in the possession of the relevant Market Participant, at the CBOT’s expense; provided, however, that such Market Participant (i) shall be required only to use reasonable efforts to return or destroy any LIFFE Property (excluding any Software and any information and materials marked as “LIFFE Restricted,” including, but not limited to, Restricted Documentation) located on the purpose Market Participant’s electronic backup media created by such Market Participant in the normal course of business; and (ii) shall be obligated to maintain the covenants set forth confidentiality of such information in Sections 5 through 7 above accordance with the terms of Section 15 of this Agreement; (e) shall provide LIFFE written notice promptly upon becoming aware of any acts or omissions of any Person, in addition to those required to be reported pursuant to Section 5.2(b), which the “Restrictive Covenants”CBOT believes, in its reasonable judgment, (i) is to protect might jeopardize or prejudice the goodwill, trade secrets and other confidential information rights of LIFFE or its suppliers in the CompanyLicensed Technology; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company result in the event Executive breached Licensed Technology being confiscated, seized, requisitioned, taken in execution, impounded or otherwise taken from any such covenantslocation; and or (iii) remedies at law threaten the security or operations of the Licensed Technology; (such as monetary damagesf) for shall provide LIFFE written notice promptly upon becoming aware of any breach claim, demand, or cause of Executive’s obligations under action brought against the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of CBOT by a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, Market Participant or any other right Person, or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionany subpoena served upon the CBOT or any employee, without posting any bond officer or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder director thereof, which relates to (i) any Interface Sublicense Agreement, or (ii) the Licensed Technology or any component thereof; and (g) shall be given the maximum effect possible not repossess or disable any Software located at any premises owned or controlled by any Market Participant, and shall be fully enforcedenforce its rights under the Interface Sublicense Agreements so as not to permit any Person (other than LIFFE or LIFFE’s designee) to repossess or disable any Software located at any premises owned or controlled by any Market Participant, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in notwithstanding Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction5.2(a).

Enforcement. Executive acknowledges Subject to applicable federal and agrees that: state law, and following notice and an opportunity to cure and respond pursuant to the provisions of Section 9.2 above, in the event the City determines that the Grantee is in default of any material provision of the Franchise, the City may: 9.3.1. seek specific performance of any provision that reasonably lends itself to such remedy or seek other relief available at law, including declaratory or injunctive relief; or 9.3.2. in the case of a substantial or frequent default of a material provision of the Franchise, declare the Franchise Agreement to be revoked in accordance with the following: (i) The City shall give written notice to the purpose Grantee of its intent to revoke the Franchise on the basis of a pattern of noncompliance by the Grantee. The notice shall set forth with specificity the exact nature of the covenants set forth noncompliance. The Grantee shall have ninety (90) days from the receipt of such notice to object in Sections 5 through 7 above (writing and to state its reasons for such objection. In the “Restrictive Covenants”) is to protect event the goodwill, trade secrets and other confidential information City has not received a response from the Grantee or upon receipt of the Company; response does not agree with the Grantee’s proposed remedy or in the event that the Grantee has not taken action to cure the default, it may then seek termination of the Franchise at a public hearing. The City shall cause to be served upon the Grantee, at least ten (10) days prior to such public hearing, a written notice specifying the time and place of such hearing and stating its intent to request termination of the Franchise. (ii) because At the designated hearing, the City shall give the Grantee an opportunity to state its position on the matter, present evidence and question witnesses, after which the City shall determine whether or not the Franchise shall be terminated. The public hearing shall be on the record. A copy of the nature transcript shall be made available to the Grantee at its sole expense. The decision of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which City shall be given the maximum effect possible in writing and shall be fully enforced, without regard delivered to the invalid portionsGrantee in a manner authorized by Section 10.2. In particular, without limiting the generality The Grantee may appeal such determination to any court with jurisdiction within thirty (30) days after receipt of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the CompanyCity’s right to enforce any such covenant in any other jurisdictiondecision.

Enforcement. Executive acknowledges and agrees that: (i) Employee and Fuling have examined in detail the purpose covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Fuling and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment. (ii) Employee understands and agrees that the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement survive the termination of his employment (regardless of the reason) and remain binding and enforceable against him according to the restrictions’ respective terms. (iii) If any of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Agreement shall be deemed to be amended at such time to reflect such determination. (iv) Employee agrees that a breach by him of any of the covenants and restrictions set forth in Sections 5 through 7 above Paragraph 8 (the “Restrictive Covenants”including all subsections) is of this Agreement will result in irreparable injury to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in Fuling for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would a remedy at law shall be impractical and excessively difficult to determine the actual damages of the Company insufficient. Employee agrees that in the event Executive breached any of a breach or threatened breach of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would , Fuling shall be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantentitled to temporary, the Company shall have the right (in addition topreliminary, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security the need to prove irreparable harm and without the necessity of proof placing a bond for such injunction. The application of actual damage. If any portion form of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination injunctive relief shall not affect make any other legal or equitable remedy unavailable. (v) In the remainder thereof, which shall be given event that the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are Employee is found by a court or an arbitrator other enforcement authority to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If have breached any of the Restrictive Covenants are determined to covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement, then the time periods set forth in such restrictions, if any, shall automatically be wholly or partially unenforceable extended by the length of time which Employee shall have been in breach of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionof said provisions.

Enforcement. (a) The Executive acknowledges and agrees thatthat the covenants contained in this Agreement are reasonable and necessary to protect the confidential information and goodwill of the Company and its subsidiaries. The Executive further represents that his experience and capabilities are such that the provisions of this Agreement will not prevent him from earning a livelihood. (b) The Executive acknowledges and agrees that compliance with the covenants set forth in this Agreement is necessary to protect the Confidential Information and Trade Secrets, business and goodwill of the Company, and that any breach of this Agreement will result in irreparable and continuing harm to the Company, for which money damages may not provide adequate relief. Accordingly, in the event of any breach or anticipatory breach of this Agreement by the Executive, or the Executive’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that the Company shall be entitled to the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and the Executive hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, including attorneys’ fees, incurred by the Company to defend or enforce the provisions of this Agreement. (c) In the event the Company is required to enforce any of its rights hereunder through legal proceedings, the parties acknowledge that it may be difficult or impossible to ascertain the precise amount of damages or lost profits incurred by the Company. Therefore, in the event of any breach by Executive of Section 3 of this Agreement, in addition to any other relief available to the Company at law or in equity, Executive agrees that the damages for each client lost in whole or in part by the Company as a result of my breach shall be 200% of the gross commissions and fees received by the Company from such client during the twelve (12) months preceding the cessation of my employment. In arriving at this calculation, Executive agrees that the Company and Executive have considered the following factors: (i) the purpose value of the covenants set forth in Sections 5 through 7 above clients; (ii) the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information business of the Company; (iiiii) because the type and quality of the nature clients; (iv) the substantial amount of time, effort and expense incurred by the business Company in acquiring, developing and maintaining the clients; (v) the number of years the Company typically retains such clients; (vi) the profitability of renewal business; and (vii) various other factors relating to the relationship between the Company and the clients. Executive further agrees that Executive shall be obligated to reimburse the Company for all reasonable costs, expenses and counsel fees incurred by the Company in connection with the enforcement of its rights hereunder. (d) The restrictive periods set forth in this Agreement (including those set forth in Sections 2, 3 and 4 hereof) shall not expire and shall be tolled during any period in which the Company Executive is engaged in violation of such restrictive periods, and because therefore such restrictive periods shall be extended for a periods equal to the durations of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder violations thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges Subject to applicable federal and agrees that: state law, and following notice and an opportunity to cure and respond pursuant to the provisions of Section 9.2 above, in the event the Village determines that the Grantee is in default of any material provision of the Franchise, the Village may: 9.3.1. seek specific performance of any provision that reasonably lends itself to such remedy or seek other relief available at law, including declaratory or injunctive relief; or 9.3.2. in the case of a substantial or frequent default of a material provision of the Franchise, declare the Franchise Agreement to be revoked in accordance with the following: (i) The Village shall give written notice to the purpose Grantee of its intent to revoke the Franchise on the basis of a pattern of noncompliance by the Grantee. The notice shall set forth with specificity the exact nature of the covenants set forth noncompliance. The Grantee shall have ninety (90) days from the receipt of such notice to object in Sections 5 through 7 above (writing and to state its reasons for such objection. In the “Restrictive Covenants”) is to protect event the goodwill, trade secrets and other confidential information Village has not received a response from the Grantee or upon receipt of the Company; response does not agree with the Grantee’s proposed remedy or in the event that the Grantee has not taken action to cure the default, it may then seek termination of the Franchise at a public hearing. The Village shall cause to be served upon the Grantee, at least ten (10) days prior to such public hearing, a written notice specifying the time and place of such hearing and stating its intent to request termination of the Franchise. (ii) because At the designated hearing, the Village shall give the Grantee an opportunity to state its position on the matter, present evidence and question witnesses, after which the Village shall determine whether or not the Franchise shall be terminated. The public hearing shall be on the record. A copy of the nature transcript shall be made available to the Grantee at its sole expense. The decision of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which Village shall be given the maximum effect possible in writing and shall be fully enforced, without regard delivered to the invalid portionsGrantee in a manner authorized by Section 10.2. In particular, without limiting the generality The Grantee may appeal such determination to any court with jurisdiction within thirty (30) days after receipt of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the CompanyVillage’s right to enforce any such covenant in any other jurisdictiondecision.

Enforcement. Executive (a) Participant acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Section 13 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Participant acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Participant by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Participant expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 13 in any court of competent jurisdiction (each, a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 7 above Section 13 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is Because Participant’s services are unique and because Participant has intimate knowledge of and access to protect the goodwill, trade secrets and other confidential information of and work product, the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Section 13, and consents that if Executive commits any breach of the terms of Section 13 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Section 13, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 14 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Participant.

Enforcement. Executive acknowledges and Grantee hereby agrees that: (i) the purpose of that the covenants set forth in this Section 15 are reasonable with respect to their scope, duration, and geographical area. ▇▇▇▇▇▇▇ further agrees and acknowledges that the restrictions contained in Section 15 do not and would not unreasonably impose limitations on ▇▇▇▇▇▇▇’s ability to earn a living. If any court or other tribunal determines that any term or provision of Sections 5 through 7 above 15 is overbroad or otherwise invalid or unenforceable, Grantee and Entergy hereby agree that such court or tribunal shall have the power and obligation to narrow or otherwise reform the unenforceable term or provision, including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and enforceable (provided that in no event shall the “Restrictive Covenants”length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be fully enforceable as so modified. ▇▇▇▇▇▇▇’s agreement to the restrictions provided for in this Agreement and Entergy’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if (i) the enforceability of any material restriction applicable to Grantee as provided for in this Section 15 is to protect the goodwill, trade secrets challenged and found unenforceable by a court or other confidential information of the Company; tribunal or (ii) because Grantee breaches any of the nature provisions of Section 15, then Entergy shall have the right to terminate this Agreement and recover from Grantee all Shares paid to Grantee pursuant to this Agreement and, if Grantee has sold, transferred, or otherwise disposed of any Shares received in respect of the business in Restricted Units, an amount equal to the aggregate Fair Market Value of such Shares on the date on which such Common Stock was paid to Grantee pursuant to this Agreement. This provision shall be construed as a return of consideration or ill-gotten gains due to the Company is engaged failure of ▇▇▇▇▇▇▇’s promises and because of consideration under the nature of the Confidential Information to which Executive has accessAgreement, it would be impractical and excessively difficult to determine the actual not as a liquidated damages of the Company clause. In addition, in the event Executive breached of Entergy’s termination of this Agreement, Grantee shall immediately forfeit all unvested Restricted Units and all vested and unpaid Restricted Units. ▇▇▇▇▇▇▇ further hereby agrees that, in the event of a breach by Grantee of any of the provisions of Sections 15(a), (b), (c) (d) or (e), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such covenants; breach or threatened breach, Entergy or a System Company may, in addition to and (iii) without prejudice to other rights and remedies at law (such as monetary damages) existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach violations of Executive’s obligations under the Restrictive Covenants provisions hereof, in each case without the requirement of posting a bond or proving actual damages and without having to demonstrate that money damages would be inadequate. Executive therefore agrees Grantee acknowledges (i) that Grantee has carefully read this Agreement and consents that if Executive commits any breach of a Restrictive Covenant, has given careful consideration to the Company shall have the right (in addition torestraints imposed upon Grantee by this Agreement, and not Grantee is in lieu of, any other right or remedy that may be available full accord as to it) to temporary their necessity for the reasonable and permanent injunctive relief from a court proper protection of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion Confidential Information of the Restrictive Covenants System Companies and their relationships with customers, suppliers and other business partners and (ii) that Grantee is hereafter determined informed in writing hereby that ▇▇▇▇▇▇▇ has a right to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible advice of legal counsel and shall be fully enforced, without should consult with an attorney of ▇▇▇▇▇▇▇’s choice with regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise the restrictions contained herein ▇▇▇▇▇▇▇ has been provided ample opportunity to cover the maximum period, scope seek out and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, consult with such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncounsel.

Enforcement. Executive acknowledges (a) The parties hereto agree and agrees that: (i) the purpose of acknowledge that the covenants set forth and agreements contained herein are reasonably necessary in Sections 5 through 7 above (the “Restrictive Covenants”) is duration and to protect the goodwillreasonable competitive business interests of Employer, trade secrets and other confidential information including, without limitation, the value of the Company; proprietary information and goodwill of Employer. (iib) because Employee agrees that the covenants and undertakings contained in Article 8 of the nature this Agreement relate to matters which are of the business a special, unique and extraordinary character and that Employer cannot be reasonably or adequately compensated in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in an action at law in the event Executive breached Employee breaches any such covenants; and (iii) remedies at law (such of these covenants or undertakings. Therefore, Employee agrees that Employer shall be entitled, as monetary damages) for any breach a matter of Executive’s obligations under course, without the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantneed to prove irreparable injury, the Company shall have the right (in addition toto an injunction, and not in lieu of, any restraining order or other right or remedy that may be available to it) to temporary and permanent injunctive equitable relief from a any court of competent jurisdiction, without posting restraining any bond violation or threatened violation of any of such terms by Employee and such other security persons as the court shall order. The unsuccessful party will pay costs and without legal fees incurred by the necessity party that is successful in any proceeding by Employer seeking to obtain such an injunction. (c) Rights and remedies provided for in this Section are cumulative and shall be in addition to rights and remedies otherwise available to the parties under any other agreement or applicable law. (d) In the event that any provision of proof of actual damage. If this Agreement shall to any portion of the Restrictive Covenants is hereafter determined to extent be invalid held invalid, unreasonable or unenforceable in any respectcircumstance, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found remainder of this Agreement and the application of such provision of this Agreement to be reasonable other circumstances shall be substituted for valid and enforceable to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be unenforceable because of the Restrictive Covenants are determined to be wholly scope or partially unenforceable in any jurisdictionduration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall not reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be a bar to or enforceable and shall be enforced. The parties hereto recognize that if, in any way diminish the Company’s right judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement, then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenant covenants will remain in any other jurisdictionfull force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable.

Enforcement. (a) The Executive acknowledges and agrees that: that the restrictions contained in this Article 10 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company should the Executive breach any of the provisions of those Sections. The Executive represents and acknowledges that (i) the purpose Executive has been advised by the Company to consult the Executive’s own legal counsel in respect of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement, trade secrets and other confidential information of the Company; (ii) because the Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with the Executive’s counsel. (b) The Executive further acknowledges and agrees that a breach of any of the nature restrictions in this Article 10 cannot be adequately compensated by monetary damages. The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of the business proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 10.1, 10.2 or 10.3 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company is engaged and because may be entitled. In the event that any of the nature provisions of Section 10.1, 10.2 or 10.3 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, it is the intention of the Confidential Information parties that the provision shall be amended to which Executive has access, it would be impractical and excessively difficult to determine the actual damages extent of the Company maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law. (c) Notwithstanding anything in this Agreement to the event contrary, if the Executive breached breaches any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of the Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantSection 10.1, 10.2 or 10.3 hereof, the Company shall have thereafter be obligated only for the right (compensation and other benefits provided in addition toany Company benefit plans, policies or practices then applicable to the Executive in accordance with the terms thereof, and not all payments under this Agreement shall cease. (d) The covenants described in lieu of, this Article shall continue to apply during the period specified herein after the Executive’s termination of employment for any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforcedreason, without regard to whether the invalid portionsExecutive executes a Release or receives any Severance Benefits as a result of such termination. In particularIf the Executive breaches any of the covenants described in Sections 10.1, without 10.2 and 10.3, the applicable period during which the covenant applies shall be tolled during the period of the breach. Without limiting the generality of the foregoing, if the Severance Benefits provided under this Agreement are specifically designated as additional consideration for the covenants set forth described in Section 7 are found by a court or an arbitrator Sections 10.1, 10.2 and 10.3. (e) All references to be unreasonable, Executive and the Company agree that the maximum periodin this Article 10 shall include Charming Shoppes, scope Inc. and its subsidiaries, direct or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaindirect, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any each of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiontheir successors.

Enforcement. Executive (a) Employee acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Section 10 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 10 in any court of competent jurisdiction (each, a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 7 above Section 10 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is Because Employee’s services are unique and because Employee has intimate knowledge of and access to protect the goodwill, trade secrets and other confidential information of and work product, the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Section 10, and consents that if Executive commits any breach of the terms of Section 10 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Section 10, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 11 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Employee.

Enforcement. Executive acknowledges The necessity of protection against competition from Employee and agrees that: the nature and scope of such protection has been carefully considered by the parties hereto. The parties agree and acknowledge that the duration, scope and geographic areas applicable to the covenants not to compete and not to solicit described in this Agreement are fair, reasonable and necessary, that adequate compensation (iin the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that these obligations (including specifically the purpose obligations of Employee under Sections 9 and 10 of this Agreement, which the parties expressly agree survive the termination of this Agreement) do not prevent Employee from earning a livelihood, however, any court determines that any of the covenants set forth in Sections 5 through 7 above (restrictions imposed on Employee under this Agreement are not completely enforceable because they are not reasonable, the “Restrictive Covenants”) is parties hereby give the court the right and power to protect the goodwillinterpret, trade secrets and other confidential information alter, amend, or modify any or all of the Company; (ii) because terms contained herein to include as much of the nature of the business in which the Company is engaged scope, time period and because of the nature of the Confidential Information to which Executive has access, it would be impractical geographic area as will render such restrictions reasonable and excessively difficult to determine the actual damages of the Company enforceable. Employee agrees that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantbreach or violation or attempted breach or violation of any or all of the Sections 9 and 10 above, the Company said provisions w▇▇▇ cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall have the right (in addition tobe entitled as a matter of right, and not in lieu of, any other right or remedy that may be available to it) to both temporary and permanent injunctive relief from a any court of competent jurisdiction, without posting any bond restraining further violation of such covenants by the Employee, his employer, employees, partners, or other security agents. Employee further agrees to pay E ENERGY’S reasonable costs and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectexpenses, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingincluding reasonable attorney fees, if the covenants set forth in Section 7 are found E ENERGY brings an action and substantially prevails for breach of this Agreement by a court or Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted action for the stated period, scope or areabreach of this Agreement by Employee, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionEmployee substantially prevails.

Enforcement. Executive acknowledges and agrees that: (i) the purpose Company acknowledge that a breach of the covenants set forth and agreements contained in Sections 5 through 6 and 7 above (would cause irreparable damage to the “Restrictive Covenants”) is to protect other party, the goodwill, trade secrets and other confidential information exact amount of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine ascertain, and that the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any such breach of Executive’s obligations under the Restrictive Covenants or threatened breach would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableAccordingly, Executive and the Company (and its subsidiaries and affiliates) agree that if either breaches or threatens to breach any of the maximum periodcovenants or agreements contained in Sections 6 and 7, scope in addition to any other remedy which may be available at law or geographical in equity, Executive, the Company and its subsidiaries and affiliates, as applicable, shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that is found they consider the restrictions and covenants contained in Sections 6 and 7 to be reasonable and necessary for the protection of the interests of the Company and its subsidiaries and affiliates, but if any such restriction or covenant shall be substituted held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. Executive acknowledges and agrees that the restrictions and covenants contained in Sections 6 and 7 shall be construed for the stated periodall purposes to be separate and independent from any other covenant, scope whether in this Agreement or areaotherwise, and that shall each be capable of being reduced in application or severed without prejudice to the court other restrictions and covenants or arbitrator shall revise to the restrictions contained herein to cover remaining provisions of this Agreement. The existence of any claim or cause of action by Executive against the maximum period, scope and area permitted by law. If Company or any of the Restrictive Covenants are determined to be wholly its subsidiaries and affiliates, whether predicated upon this Agreement or partially unenforceable in any jurisdictionotherwise, such determination shall not be excuse Executive’s breach of any covenant, agreement or obligation contained in Section 6 or Section 7 and shall not constitute a bar defense to the enforcement by the Company or in any way diminish the Company’s right to enforce any of its subsidiaries of such covenant in any other jurisdictioncovenant, agreement or obligation.

Enforcement. (a) The Company and Executive acknowledges intend that the provisions of this Article 10 shall be fully enforceable as set forth herein. To the extent that any court of competent jurisdiction finds that any such provision is enforceable by reason of its duration or scope, the Company and agrees that: (i) Executive agree that it shall be enforced insofar as it may be enforced within the purpose limits of the covenants set forth in Sections 5 through 7 above law of that jurisdiction, but that the Agreement as a whole shall be unaffected elsewhere. (the “Restrictive Covenants”b) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which The Executive has access, agrees that it would be impractical and excessively difficult to determine the actual compensate Company fully for damages for any violation of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach provisions of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement, including, without limitation, the provisions of this Article 10. Accordingly, the Executive specifically agrees that the Company and its successors and assigns shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) entitled to temporary and permanent injunctive relief from a court to enforce the provisions of competent jurisdictionthis Agreement. This provision with respect to injunctive relief shall not, without posting any bond or other security and without however, diminish the necessity of proof of actual damage. If any portion right of the Restrictive Covenants Company to claim and recover damages in addition to injunctive relief. (c) If Executive breaches any provision of Article 10, the rights of Executive (or Executive's estate) to a benefit under the Agreement, and the rights of a surviving spouse or any other person to a benefit under the Agreement, shall be forfeited, unless the Board determines that such activity is hereafter determined not detrimental to the best interests of the Company and its affiliates. Such forfeiture shall be invalid in addition to any other remedy of the Company under the Agreement or unenforceable at law and in equity with respect to such breach. However, if Executive ceases such activity and notifies the Board of this action, Executive's (or Executive's estate's) right to receive a benefit, and any respectright of a surviving spouse or any other person to a benefit, such may be restored within sixty (60) days of said notification, unless the Board in its sole discretion determines that the prior activity has caused serious injury to the Company and its affiliates, which determination shall not affect the remainder thereof, which shall be given the maximum effect possible final and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionconclusive.

Enforcement. Executive acknowledges The Employee stipulates that the covenants contained in this Agreement are essential for the protection of the trade secrets, confidential business and agrees technological information, customer relationships, and competitive position of the Company; that a breach of any covenant contained in this Agreement would cause the Company irreparable damage for which damages at law would not be an adequate remedy; and that: (i) , in addition to damages and other remedies to which the purpose of Company would otherwise be entitled, it will be entitled to whatever injunctive relief is appropriate for any such breach. The parties agree that the duration and scope for which the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is this Agreement are to be effective are reasonable and necessary to protect the goodwill, trade secrets and other confidential information legitimate business interests of the Company; (ii) because of the nature of the business in which . In addition to such other rights and remedies as the Company is engaged and because of the nature of the Confidential Information may have at equity or in law with respect to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under this Agreement, if the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive Employee commits any a breach of a Restrictive Covenantany of the provisions of this Agreement, the Company shall have the right (in addition toand remedy to have such provisions specifically enforced by any court having equity jurisdiction, including, without limitation, the right to specific performance and not in lieu of, any other right or remedy that may be available to it) to temporary and and/or permanent injunctive relief relief. The term(s) of any covenant(s) in this Agreement will not run during any time in which the Employee is in violation of said covenant(s) and a court of competent jurisdiction shall have the power to enforce any term(s) from the date of the last breach up to a maximum of twenty-four (24) months. Notwithstanding the foregoing, if a restriction or any portion thereof contained in this Agreement is deemed to be unreasonable by a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive Employee and the Company agree that the maximum period, scope such restriction or geographical area that is found to be reasonable portion thereof shall be substituted for modified in order to make it reasonable and shall be enforceable accordingly. The covenants in this Agreement shall survive the stated period, scope or area, termination of this Agreement and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any Employee’s termination of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionemployment.

Enforcement. Executive (a) Employee acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Section 11 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 11 in any court of competent jurisdiction (each, a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 7 above Section 11 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is Because Employee’s services are unique and because Employee has intimate knowledge of and access to protect the goodwill, trade secrets and other confidential information of and work product, the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Section 11, and consents that if Executive commits any breach of the terms of Section 11 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Section 11, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 12 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Employee.

Enforcement. Executive acknowledges UKRF and agrees that: (i) LICENSEE shall each give immediate notice to the purpose other of any infringement of PATENT RIGHTS by third parties which may come to their attention. UKRF hereby grants to LICENSEE, at LICENSEE's expense, the right to institute and conduct such legal action against third party infringers of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information PATENT RIGHTS and/or unauthorized users of the CompanyTECHNOLOGY, or enter into such settlement agreements, as are deemed appropriate by LICENSEE. LICENSEE shall control the conduct of such litigation, including the choice of its counsel. LICENSEE shall receive the full benefits of any action it takes pursuant to this Section 7.3. In any such action, UKRF shall be entitled to join LICENSEE as a party plaintiff and UKRF will be obligated to reasonably assist at LICENSEE's expense. In the event that such third party infringer or such unauthorized user files a counterclaim or threatens to file a counterclaim against LICENSEE, LICENSEE hereby agrees to indemnify UKRF against all losses, liabilities, claims, costs, charges and expenses incurred or suffered by UKRF in connection with such counterclaim or threat to the extent that any such losses, liabilities, claims, costs, charges and expenses arise because of LICENSEE'S gross negligence, bad faith or wilful misconduct; (ii) provided, however, that LICENSEE shall not be obligated to indemnify UKRF to the extent that any such losses, liabilities, claims, costs, charges and expenses arise because of the nature alleged infringement of the business in which the Company is engaged and because rights of such third party by reason of practice by LICENSEE, its AFFILIATES or sublicensees of the nature of license granted herein (the Confidential Information to which Executive has access, it would be impractical parties agree that such alleged infringement and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which indemnification relating thereto shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in covered by Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction7.

Enforcement. Executive In view of the foregoing, the Employee acknowledges and agrees that: (i) that it is reasonable and necessary for the purpose protection of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillgood will, business, trade secrets and other secrets, confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Proprietary Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that he makes the covenants in this Section 8 and that the Company will suffer irreparable injury if the Employee engages in the event Executive breached conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Employee agrees that upon a breach, threatened breach or violation of any such covenants; and (iii) of the foregoing provisions of this Section 8, the Company, in addition to all other remedies it may have including an action at law (such for damages, shall be entitled as monetary damages) for any breach a matter of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantright to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, specific performance or any other right or remedy that may be available to it) to temporary and permanent injunctive form of equitable relief from a in any court of competent jurisdiction, jurisdiction without posting any being required to post bond or other security and without having to prove the necessity of proof of actual damage. If any portion inadequacy of the Restrictive Covenants is hereafter determined available remedies at law, to enjoin and restrain the Employee and each and every other person, partnership, association, corporation or organization acting in concert with the Employee, from the continuance of any action constituting such breach. The Company shall also be entitled to recover from the Employee all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Employee acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that, should there be a violation or attempted or threatened violation by the Employee of any of the provisions contained in these subsections, the Company shall be entitled to relief by way of injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in Sections 8 (a), (b) or (c) shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be invalid unenforceable because of its duration, scope, or unenforceable in any respectarea, such determination shall not affect the remainder thereof, which it shall be given the maximum effect possible deemed to be and shall be fully enforced, without regard amended to conform to the invalid portions. In particularscope, without limiting the generality period of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator time and geographical area which would permit it to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionenforced.

Enforcement. In signing this Agreement, the Executive acknowledges gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that the Executive has entered into this Agreement knowingly and voluntarily. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Subsidiaries, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that: (i) , were the purpose Executive to breach any of the covenants set forth contained in Sections 5 through 7 above (this Section 3, the “Restrictive Covenants”) damage to the Company and its Subsidiaries would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. In the event that any provision of this Section 3 is determined by any court of competent jurisdiction to protect be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the goodwill, trade secrets and other confidential information maximum extent permitted by law. It is also agreed that each of the Company; (ii) because ’s Subsidiaries will have the right to enforce all of the Executive’s obligations to that Subsidiary under this Agreement, including, without limitation, pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Subsidiaries, or change in the nature or scope of the business in which Executive’s employment or other relationship with the Company is engaged and because or any of its Subsidiaries, will operate to excuse the Executive from the performance of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in this Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction3.

Enforcement. (a) Executive acknowledges that violation of any covenant or agreement set forth in this Article IV would cause the Company irreparable damage for which the Company cannot be reasonably compensated in damages in an action at law, and, therefore, upon any breach by Executive of this Article IV, the Company shall be entitled to make application to a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). This provision shall not, however, be construed as a waiver of any of the rights which the Company may have for damages, and all of the Company's rights and remedies shall be unrestricted. (b) If any provision of this Agreement, or application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to any other person, place and circumstance shall remain in full force and effect. It is the intention of the parties hereto that the covenants contained herein shall be enforced to the maximum extent (but no greater extent) in time, area, and degree of participation as is permitted by the law of the jurisdiction whose law is found to be applicable to the acts allegedly in breach of this Agreement, and the parties hereby agree that the court making any such determination shall have the power to so reform the Agreement. (c) The Executive understands that the provisions of this Article IV may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees that: and hereby acknowledges that (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) such provisions do not impose a greater restraint than is necessary to protect the goodwill, trade secrets and goodwill or other confidential information business interests of the Company; (ii) because such provisions contain reasonable limitations as to time and the scope of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information activity to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenantsrestrained; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations the consideration provided under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement, the Company shall have the right (in addition toincluding, and not in lieu ofwithout limitation, any other right amounts or remedy that may be available benefits provided under Article V hereof, is sufficient to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, compensate Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawin this Article IV. If any In consideration of the Restrictive Covenants are determined to be wholly or partially unenforceable foregoing and in any jurisdictionlight of Executive's education, such determination shall skills and abilities, Executive agrees that he will not assert, and it should not be considered, that any provisions of this Article IV prevented him from earning a bar living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) Each of the covenants of this Article IV is given by Executive as part of the consideration for this Agreement and as an inducement to or in any way diminish the Company’s right Company to enforce any such covenant in any other jurisdictionenter into this Agreement and accept the obligations hereunder.

Enforcement. Executive acknowledges Subject to applicable federal and agrees that: state law, in the event the Franchising Authority, after such public hearing, determines that the Grantee is in default of any material provision of the Franchise, the Franchising Authority may: (i) the purpose seek specific performance of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is any provision that reasonably lends itself to protect the goodwillsuch remedy as an alternative to damages, trade secrets and or seek other confidential information of the Companyequitable relief; or (ii) because in the case of a substantial default of a material provision of the Franchise, initiate revocation proceedings in accordance with the following: (a) The Franchising Authority shall give written notice to the Grantee of its intent to revoke the Franchise on the basis of a pattern of non-compliance by the Grantee, including two or more instances of substantial non-compliance with a material provision of the Franchise. The notice shall set forth with specificity the exact nature of the business non-compliance. The Grantee shall have ninety (90) days from the receipt of such notice to object in which writing and to state its reasons for such objection. In the Company is engaged and because event the Franchising Authority has not received a response from the Grantee or upon receipt of the nature response does not agree that the allegations of non-compliance have been or will be resolved, it may then seek revocation of the Confidential Information Franchise at a public hearing. The Franchising Authority shall cause to which Executive has accessbe served upon the Grantee, it would be impractical at least thirty (30) days prior to such public hearing, a written notice specifying the time and excessively difficult place of such hearing and stating its intent to determine the actual damages request revocation of the Company Franchise. (b) At the designated public hearing, the Franchising Authority shall give the Grantee an opportunity to state its position on the matter, present evidence and question witnesses, in accordance with the standards of a fair hearing applicable to administrative hearings in the event Executive breached any Commonwealth of Pennsylvania, after which it shall determine whether or not the Franchise shall be terminated. The public hearing shall be on the record and a written transcript shall be made available to the Grantee within ten (10) business days. The decision of the Franchising Authority shall be in writing and shall be delivered to the Grantee by certified mail. The Grantee may appeal such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantdetermination to an appropriate court, the Company which shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available power to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without review the necessity of proof of actual damage. If any portion decision of the Restrictive Covenants is hereafter determined Franchising Authority “de novo” and to be invalid modify or unenforceable in any respect, reverse such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiondecision as justice may require.

Enforcement. Executive acknowledges The Company and agrees Parent acknowledge and agree that the provisions of Section 9.3(b) and (c) are an integral part of the transactions contemplated by this Agreement (including the Offer and the Merger), and that: , without such provisions, neither Parent nor the Company would have entered into this Agreement. Accordingly, (i) if the purpose of Company shall fail to pay in a timely manner the covenants set forth amounts due pursuant to Section 9.3(b), and, in Sections 5 through 7 above (the “Restrictive Covenants”) is order to protect the goodwillobtain such payment, trade secrets and other confidential information of Parent makes a claim that results in a judgment against the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have promptly reimburse Parent its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants amounts set forth in Section 7 are found by a court or an arbitrator 9.3(b) at the prime rate of Citibank N.A. in effect on the date such payment was required to be unreasonablemade, Executive and (ii) if Parent shall fail to pay in a timely manner the amounts due pursuant to Section 9.3(c), and, in order to obtain such payment, the Company makes a claim that results in a judgment against Parent, Parent shall promptly reimburse the Company its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amounts set forth in Section 9.3(c) at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. In the event that a party receives a termination fee pursuant to this Section 9.3, the receipt of such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by such party or any of their respective Affiliates in connection with this Agreement (and the Company agree that termination hereof), the maximum periodMerger (and the abandonment thereof) or any matter forming the basis for such termination, scope and no party receiving the termination fee, or geographical area that is found to be reasonable any of their respective Affiliates shall be substituted for entitled to bring or maintain any other claim, action or proceeding against the stated period, scope party paying the fee or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of its Affiliates arising out of this Agreement and the Restrictive Covenants are determined to be wholly transactions contemplated hereby, including the Offer and the Merger, or partially unenforceable in any jurisdiction, matters forming the basis for such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiontermination.

Enforcement. Executive (a) Awardee understands that the execution of this Agreement is conditioned on Awardee’s acceptance of the restrictions contained in Section 11. Awardee acknowledges that the restrictions contained in Section 11 are fair, reasonable and agrees that: necessary for the protection of the legitimate business interests of the Company and that the Company will suffer irreparable harm in the event of an actual or threatened breach of any such provision by Awardee. (b) In the event of a breach of any of the covenants contained in Section 11, subject to the Company’s discretion to waive such enforcement provision: (i) All of Awardee’s unvested Restricted Stock granted hereunder shall be cancelled and forfeited for no consideration; and (ii) Awardee consents and agrees that the purpose Company may seek the entry of a restraining order, preliminary injunction or other court order to enforce such provisions and expressly waives any bond or security that might otherwise be required in connection with such relief and that the covenants Company, if successful, shall be entitled to the award of attorney’s fees and expenses incurred in enforcing any of Awardee’s obligations set forth in Sections 5 through 7 above Section 11. (the “Restrictive Covenants”c) is Awardee also agrees that such remedies shall be in addition and without prejudice to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in any claim for monetary damages which the Company is engaged and because might elect to assert. Awardee agrees that the terms of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (Section 11 are in addition to, and not in lieu limitation of, and in no way supersede or replace any other right or remedy that may be available restrictive covenants agreed to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard by Awardee with respect to the invalid portionsCompany. In particular, without limiting the generality The provisions of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall this Agreement do not be a bar to or in any way diminish limit or abridge any rights of the Company under the law of unfair competition, trade secret, copyright, patent, trademark or any other applicable law(s), all of which are in addition to and cumulative of the Company’s right to enforce any such covenant in any other jurisdictionrights under this Agreement. (d) For purposes of Sections 11-25, the term “Company” means and includes ▇▇▇▇, Inc. and its direct and indirect subsidiaries.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges and agrees that: (ia) The Servicer will, consistent with Section 7.2, act with respect to the purpose Pledged Loans in such manner as will maximize the receipt of Collections in respect of such Pledged Loans (including, to the extent necessary, instituting foreclosure proceedings against the Timeshare Property, if any, underlying a Pledged Loan or disposing of the covenants set forth underlying Timeshare Property, if any). (b) The Servicer may ▇▇▇ to enforce or collect upon Pledged Loans, in Sections 5 through 7 above its own name, if possible, or as agent for the Issuer. If the Servicer elects to commence a legal proceeding to enforce a Pledged Loan, the act of commencement shall be deemed to be an automatic assignment of the Pledged Loan to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Pledged Loan on the grounds that it is not a real party in interest or a holder entitled to enforce the Pledged Loan, the Trustee on behalf of the Issuer shall, at the Servicer’s expense, take such steps as the Servicer and the Trustee may mutually agree are necessary (such agreement not to be unreasonably withheld) to enforce the “Restrictive Covenants”Pledged Loan, including bringing suit in its name or the name of the Issuer. The Servicer shall provide to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred thereby. (c) The Servicer, upon notice to the Trustee, may grant to the Obligor on any Pledged Loan any rebate, refund or adjustment out of the appropriate Collection Account that the Servicer in good faith believes is required as a matter of law; provided that, on any Business Day on which such rebate, refund or adjustment is to protect be paid hereunder, such rebate, refund or adjustment shall only be paid to the goodwillextent of funds otherwise available for distribution from the Collection Account. (d) The Servicer will not extend, trade secrets and other confidential information amend, waive or otherwise modify the terms of any Pledged Loan or permit the Company; (ii) because rescission or cancellation of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information any Pledged Loan, whether for any reason relating to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company a negative change in the event Executive breached related Obligor’s creditworthiness or inability to make any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations payment under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company Pledged Loan or otherwise other than in accordance with Customary Practices. (e) The Servicer shall have the right discretion to sell the collateral which secures any Defaulted Loans free and clear of the Lien of this Indenture, in exchange for cash, in accordance with Customary Practices and Credit Standards and Collection Policies. All proceeds of any such sale of such collateral shall be deposited by the Servicer into the Collection Account. (in addition f) The Servicer shall not sell any Defaulted Loan or any collateral securing a Defaulted Loan to any Seller or Originator except for an amount at least equal to the fair market value thereof. (g) Notwithstanding any other provision of this Indenture, the Servicer shall have no obligation to, and not in lieu ofshall not, foreclose on the collateral securing any other right or remedy that may Pledged Loan unless the proceeds from such foreclosure will be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein sufficient to cover the maximum period, scope and area permitted by lawexpenses of such foreclosure. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in Notwithstanding any other jurisdictionprovision of this Indenture, proceeds from the foreclosure by the Servicer on the collateral securing any Pledged Loans shall first be applied by the Servicer to reimburse itself for the expenses of such foreclosure, and any remaining proceeds shall be deposited into the Collection Account.

Enforcement. (a) Executive acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Sections 5, 6 and 7 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its Subsidiaries and other Confidential Information and goodwill of the Company and its Subsidiaries to the extent and for the periods of time expressly agreed to herein. Executive acknowledges and agrees that she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its Subsidiaries may pursue, at its discretion, enforcement of Sections 5, 6 and 7 in any court of competent jurisdiction (each a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 5, 6 and 7 above are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because Executive’s services are unique and because Executive has intimate knowledge of the nature of the and access to Confidential Information to which Executive has accessand Work Product, it the parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Sections 5, 6 and consents that if Executive commits 7, and any breach of the terms of Sections 5, 6 and 7 would result in irreparable injury and damage to the Company and its Subsidiaries for which the Company and its Subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Sections 5, 6 and 7, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 8 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its Subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Executive.

Enforcement. a. Executive further acknowledges and agrees that: (i) that the purpose scope of the covenants set forth business of the Company and its Affiliates is independent of location in the Territory and that as a senior executive of the Company, Executive has and will have direct and indirect responsibility, oversight and duties with respect to all of the businesses and enterprises of the Company and its controlled Affiliates and its and their current and prospective employees, vendors, customers, clients and other business relations, and that, accordingly, the restrictions contained in Sections 5 through 7 above (the “Restrictive Covenants”) is and 6 are reasonable in all respects and necessary to protect the goodwill, trade secrets Confidential Information, customer relationships and other confidential information Work Product of the Company and its Affiliates and that, without such protection, the Company; ’s and its Affiliates’ customer and client relations and competitive advantage would be materially adversely affected. It is specifically recognized by Executive that (i) Executive is significantly responsible for the growth and development of the Company and its Affiliates and the creation and preservation of their goodwill, (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information money damages are insufficient to which Executive has accessprotect such interests, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants prohibitions would be inadequatenecessary and appropriate without regard to compensation being provided to Executive hereunder, and (iv) the Company would not enter into this Agreement with Executive without the restrictions contained in Sections 5 and 6. Executive therefore further acknowledges that the restrictions contained in Sections 5 and 6 do not impose an undue hardship on him and that, since he has general business skills which may be used for a business other than a Competitive Business, do not deprive Executive of his livelihood. Executive agrees that the covenants made in Sections 5 and consents that if Executive commits any breach 6 shall be construed as agreements independent of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to itprovision(s) to temporary of this Agreement and permanent injunctive relief from shall survive any order of a court of competent jurisdictionjurisdiction terminating any other provision(s) of this Agreement. EXECUTION VERSION b. If, without posting any bond at the time of enforcement of Section 5 or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect6, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableholds that the restrictions stated herein are unreasonable under circumstances then existing, Executive and the Company Parties agree that the maximum period, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has access to Confidential Information, customers and Prospective Customers of the Company and Work Product, and for the other reasons set forth herein, the Parties agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of any of Sections 5 or 6 of this Agreement, the Company and its successors and assigns shall, in addition to other rights and remedies existing in their favor, be entitled to obtain specific performance and injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). To the fullest extent permitted by applicable law, in the event of a breach by Executive of Section 5 hereof, the Restricted Period shall be tolled until such breach or violation has been duly cured. Executive agrees that the court or arbitrator shall revise the restrictions contained herein provisions of this Section 7 are reasonable and necessary to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish protect the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. The Executive acknowledges that a breach of his covenants and agreements contained in Section 6 and 7 would cause irreparable damage to the Company Group, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that if he breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company Group shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Section 6 and 7 to be reasonable and necessary for the protection of the interests of the Company Group, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. The Executive acknowledges and agrees that: (i) that the purpose restrictions and covenants contained in Section 6 and 7 shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the other restrictions and covenants set forth or to the remaining provisions of this Agreement. The existence of any claim or cause of action by the Executive against the Company Group, whether predicated upon this Agreement or otherwise, shall not excuse the Executive’s breach of any covenant, agreement or obligation contained in Sections 5 through 6 or Section 7 above (and shall not constitute a defense to the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages enforcement by any member of the Company in the event Executive breached any Group of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcovenant, the Company shall have the right (in addition to, and not in lieu of, any other right agreement or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionobligation.

Enforcement. Executive acknowledges and agrees that: (i) The Participant acknowledges that compliance with all provisions, covenants and agreements set forth in this Agreement, and the purpose duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (ii) The Participant acknowledges that a breach of the Participant’s obligations under this Section 12 will result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (iii) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (iv) In the event of the violation by the Participant of any of the covenants set forth contained in Sections 5 through 7 above (Section 12, the “Restrictive Covenants”) is terms of each such covenant so violated shall be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business period in which the Company is engaged and because Participant was in breach of the nature covenant or for a period of twelve (12) months from the date of the Confidential Information to which Executive has accessentry by a court of competent jurisdiction of an order or judgment enforcing such covenant(s), it would be impractical and excessively difficult to determine the actual damages of the Company whichever period is later. (v) The Participant agrees that, in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantrestrictive covenants contained in this Agreement, the Company and/or its Subsidiaries and Affiliates shall have the right (in addition tobe entitled to obtain, and not in lieu of, from any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security preliminary and without permanent injunctive relief to restrain the necessity of proof of actual damage. If any portion violation of the Restrictive Covenants terms hereof by the Participant, and all persons acting for or on the Participant’s behalf. (vi) Each of the restrictive covenants contained in this Agreement is hereafter determined independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to be invalid the Company and/or its Subsidiaries and Affiliates. The existence of any claim or unenforceable in any respectcause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, such determination whether based on this Agreement or otherwise, shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard create a defense to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found enforcement by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and/or its Subsidiaries and that the court or arbitrator shall revise the restrictions Affiliates of any restrictive covenant contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthis Agreement.

Enforcement. Executive acknowledges a) The parties acknowledge and agrees that: (i) the purpose of agree that compliance with the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) this Agreement is necessary to protect the goodwillConfidential Information and Trade Secrets, trade secrets business and other confidential information goodwill of the Company; (ii) because , and that any breach of this Agreement will result in irreparable and continuing harm to the nature of the business in Company, for which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessmoney damages may not provide adequate relief. Accordingly, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any or anticipatory breach of this Agreement by you, or your claim in a Restrictive Covenantdeclaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that the Company shall have be entitled to the right (following particular forms of relief as a result of such breach, in addition toto any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and not in lieu of, you consent to the issuance thereof forthwith and without bond by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, without posting including attorneys’ fees, incurred by the Company to defend or enforce the provisions of this Agreement if you argue that such covenants are unreasonable or unenforceable. b) The parties hereto hereby declare that it is impossible to measure in money the damages that will accrue to the Company by reason of your failure to perform any bond of your obligations under Sections 7, 8, 9, and 10. Accordingly, if the Company institutes any action or proceeding to enforce the provisions hereof, to the extent permitted by applicable law, you hereby waive the claim or defense that the Company has an adequate remedy at law, and you shall not urge in any such action or proceeding the defense that any such remedy exists at law. The foregoing rights shall be in addition to any other security rights and without remedies available to the necessity of proof of actual damage. Company under law or in equity. c) If any portion of the Restrictive Covenants covenants contained in Sections 7, 8, 9, and 10, or any part thereof, is hereafter determined construed to be invalid or unenforceable in any respectunenforceable, such determination the same shall not affect the remainder thereofof the covenant or covenants, which shall be given the maximum effect possible and shall be fully enforcedfull effect, without regard to the invalid portionsportion(s). In particular, without limiting the generality of the foregoingaddition, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined covenants contained in Sections 7, 8, 9, and 10 hereof, or any part thereof, is held by any person or entity with jurisdiction over the matter to be wholly invalid or partially unenforceable because of duration of such provision or the geographical area covered thereby, the parties agree that such person or entity shall have the power to reduce the duration and/or geographical area of such provision and, in its reduced form, said provisions shall then be enforceable. d) It is understood and agreed that no failure or delay by the Company in exercising any jurisdictionright, such determination power or privilege contained in Sections 7, 8, 9, and 10 shall not be operate as a bar waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege contained in ▇▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇▇ ▇▇. ▇) ▇▇ is understood and agreed that references to or the “Company” in any way diminish the foregoing Sections 7, 8, 9 and 10 include the Company’s right to enforce any such covenant in any other jurisdiction, Parent and its affiliates.

Enforcement. Executive acknowledges If either party determines that a third party is making, using or selling a product that may infringe the Patent Rights, that party shall notify the other party in writing. (a) Company shall have the first right (itself or through others), at its sole option, to bring suit to enforce the Patent Rights, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Company shall keep Mayo reasonably informed as to the defense and/or settlement of such action. Mayo shall have the right to participate in any such action with counsel of its own choice at its own expense. All recoveries received by Company from an action to enforce the Patent Rights shall be first applied to reimburse Company’s and agrees that: (i) then Mayo’s unreimbursed expenses, including without limitation, reasonable attorney’s fees and court costs. Any remainder shall, to the purpose extent the same pertains to an infringement of the covenants set forth in Sections 5 through 7 above Patent Rights, be divided [***] percent ([***]%) to Company and [***] percent ([***]%) to Mayo, provided that Mayo’s portion shall not exceed the “Restrictive Covenants”amount Mayo would have received as a royalty hereunder if the infringing activities had been made by Company. (b) is In the event Company elects not to protect initiate an action to enforce the goodwillPatent Rights against infringement by a third party within the Field, trade secrets and other confidential information within one (1) year of a request by Mayo to do so, (or within such shorter period which may be required to preserve the legal rights of Mayo under the laws of the relevant government), Mayo may initiate such action at its expense with Company; (ii) because of the nature of the business in ’s consent, which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would consent shall not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequateunreasonably withheld. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right to participate in any such action with counsel of its own choice at its own expense. All recoveries received by Mayo from an action to enforce the Patent Rights shall be first applied to reimburse Mayo’s and then Company’s unreimbursed expenses, including without limitation, reasonable attorney’s fees and court costs. Any remainder shall, to the extent the same pertains to an infringement of the Patent Rights in the Field, be divided [***] percent (in addition to, and not in lieu of, any other right or remedy that may be available to it[***]%) to temporary Company and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined [***] percent ([***]%) to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionMayo.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because your services are unique and because of the nature of the you have access to Confidential Information to which Executive has accessand Intellectual Property, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies you agree that a remedy at law (such as monetary damages) for any breach or threatened breach of Executive’s obligations under the Restrictive Covenants provisions of this Section 6 would be inadequate. Executive therefore agrees and consents inadequate and, therefore, you agree that if Executive commits any breach member of a Restrictive Covenantthe Oaktree Group shall be entitled to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, to any other right available rights and remedies in case of any such breach or remedy threatened breach; provided that may nothing contained herein shall be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting construed as prohibiting any bond or other security and without the necessity of proof of actual damage. If any portion member of the Restrictive Covenants is hereafter determined to be invalid Oaktree Group from pursuing any other rights and remedies available for any such breach or unenforceable in threatened breach. If, at the time of enforcement of any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingparagraphs of this Section 6, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableshall hold that the duration, Executive and scope or area restrictions stated herein are unreasonable under the Company circumstances then existing, the parties agree that the maximum periodduration, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope or area, and that the court or arbitrator arbitrator, as the case may be, shall be allowed to construe or revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If You expressly acknowledge and agree that (i) you have carefully read this Agreement and have given careful consideration to the restraints imposed upon you by this Section 6; (ii) you are in full accord as to their necessity; (iii) the rights and remedies under this Section 6 shall be in addition to any other rights and remedies of any member of the Restrictive Covenants Oaktree Group; and (iv) the provisions of this Section 6 are determined an essential inducement to be wholly Oaktree to enter into this Agreement. For the avoidance of doubt, your obligations under this Section 6 are in addition to, and do not qualify or partially unenforceable in relieve you of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in obligation you may have under any other jurisdictionagreement you may have with any other member of the Oaktree Group.

Enforcement. In signing this Agreement, the Executive acknowledges gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 5, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that the Executive has entered into this Agreement knowingly and voluntarily. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Subsidiaries, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that: (i) , were the purpose Executive to breach any of the covenants set forth contained in Sections this Section 5, the damage to the Company and its Subsidiaries would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. In the event that any provision of this Section 5 through 7 above (is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the “Restrictive Covenants”) maximum extent permitted by law. It is to protect the goodwill, trade secrets and other confidential information also agreed that each of the Company; (ii) because ’s Subsidiaries will have the right to enforce all of the Executive’s obligations to that Subsidiary under this Agreement, including, without limitation, pursuant to this Section 5. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Subsidiaries, or change in the nature or scope of the business in which Executive’s employment or other relationship with the Company is engaged and because or any of its Subsidiaries, will operate to excuse the Executive from the performance of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in this Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction5.

Enforcement. Executive acknowledges and agrees that: (i) Employee and the purpose Company have examined in detail the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of the Company and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment. (ii) Employee understands and agrees that the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement survive the termination of his employment (regardless of the reason) and remain binding and enforceable against him according to the restrictions’ respective terms. (iii) If any of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Agreement shall be deemed to be amended at such time to reflect such determination. (iv) Employee agrees that a breach by him of any of the covenants and restrictions set forth in Sections 5 through 7 above Paragraph 8 (the “Restrictive Covenants”including all subsections) is of this Agreement will result in irreparable injury to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to for which Executive has access, it would a remedy at law shall be impractical and excessively difficult to determine the actual damages of the Company insufficient. Employee agrees that in the event Executive breached any of a breach or threatened breach of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition tobe entitled to temporary, and not in lieu ofpreliminary, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security the need to prove irreparable harm and without the necessity of proof placing a bond for such injunction. The application of actual damage. If any portion form of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination injunctive relief shall not affect make any other legal or equitable remedy unavailable. (v) In the remainder thereof, which shall be given event that the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are Employee is found by a court or an arbitrator other enforcement authority to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If have breached any of the Restrictive Covenants are determined to covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement, then the time periods set forth in such restrictions, if any, shall automatically be wholly or partially unenforceable extended by the length of time which Employee shall have been in breach of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionof said provisions.

Enforcement. Executive acknowledges The necessity of protection against competition from Employee and agrees that: the nature and scope of such protection has been carefully considered by the parties hereto. The parties agree and acknowledge that the duration, scope and geographic areas applicable to the covenants pot to compete and not to solicit described in this Agreement are fair, reasonable and necessary, that adequate compensation (iin the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that these obligations (including specifically the purpose obligations of Employee under Sections 9 and 10 of this Agreement, which the parties expressly agree survive the termination of this Agreement) do not prevent Employee from earning a livelihood. If however, any court determines that any of the covenants set forth in Sections 5 through 7 above (restrictions imposed on Employee under this Agreement are not completely enforceable because they arc not reasonable, the “Restrictive Covenants”) is parties hereby give the court the right and power to protect the goodwillinterpret, trade secrets and other confidential information alter, amend or modify any or all of the Company; (ii) because terms contained herein to include as much of the nature of the business in which the Company is engaged scope, time period and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company geographic area as will render such restrictions reasonable arid enforceable. Employee agrees that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantbreach or violation or attempted breach or violation of any or all of the Sections 9 and 10 above, the Company said provisions w▇▇▇ cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall have the right (in addition tobe entitled as a matter of right, and not in lieu of, any other right or remedy that may be available to it) to both temporary and permanent injunctive relief from a any court of competent jurisdiction, without posting any bond restraining further violation of such covenants by the Employee, his employer, employees, partners, or other security agents. Employee further agrees to pay E ENERGY’S reasonable costs and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectexpenses, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingincluding reasonable attorney fees, if the covenants set forth in Section 7 are found E ENERGY brings an action and substantially prevails for breach of this Agreement by a court or Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted action for the stated period, scope or areabreach of this Agreement by Employee, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionEmployee substantially prevails.

Enforcement. Executive acknowledges and agrees that: (ia) If, at the purpose time of enforcement of the covenants set forth contained in Sections 5 through 7 Section 6 above (collectively, the “Restrictive Covenants”) is ), a court shall hold that the duration, scope or area restrictions stated are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the Restrictive Covenants to cover the maximum duration, scope and area permitted by law. Executive has had the opportunity to consult with Executive’s own legal counsel regarding the Restrictive Covenants and agrees that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill, trade secrets and other confidential information goodwill of the Company; (ii) because ’s businesses and agrees not to challenge the validity or enforceability of the nature of the business in which Restrictive Covenants. In exchange for Executive agreeing to be bound by these reasonable and necessary covenants, the Company is engaged providing Executive with the benefits as set forth in this Agreement, including without limitation the severance described in Sections 5(c) and because of the nature of the Confidential Information to which 5(d). Executive has access, it would be impractical acknowledges and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; agrees that these benefits constitute full and (iii) remedies at law (such as monetary damages) adequate consideration for any breach of Executive’s obligations under hereunder and will be provided only if Executive signs this Agreement. (b) If Executive breaches, or threatens to commit a breach of any of the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantCovenants, the Company shall have the right (following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other right or remedy that may be rights and remedies available to it) the Company at law or in equity: i. The right and remedy to temporary and permanent injunctive relief from a have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, without posting any bond including, for example, by temporary or permanent injunctive or other security and equitable relief without the necessity of proof of proving actual damage. If damages, it being agreed that any portion breach or threatened breach of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard would cause irreparable injury to the invalid portionsCompany and that money damages would not provide an adequate remedy to the Company; and ii. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator The right and remedy to be unreasonable, require Executive to account for and pay over to the Company agree that any profits, monies or other benefits derived or received by Executive as the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If result of any transactions constituting a breach of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionCovenants.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of The parties hereto agree and acknowledge that the covenants set forth and agreements contained herein are reasonable in Sections 5 through 7 above (the “Restrictive Covenants”) is scope, area, and duration and necessary to protect the goodwill, trade secrets and other confidential information reasonable competitive business interests of the Company; , including, without limitation, the value of the proprietary information and goodwill of the Company. (ii) because The Executive agrees that the covenants and undertakings contained in Article 10 of the nature this Agreement relate to matters which are of the business in which a special, unique and extraordinary character and that the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would cannot be impractical and excessively difficult to determine the actual reasonably or adequately compensated in damages of the Company in an action at law in the event the Executive breached breaches any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under these covenants or undertakings. Therefore, the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have be entitled, as a matter of course, without the right (in addition toneed to prove irreparable injury, and not in lieu ofto an injunction, any restraining order or other right or remedy that may be available to it) to temporary and permanent injunctive equitable relief from a any court of competent jurisdiction, without posting restraining any bond violation or threatened violation of any of such terms by the Executive and such other security persons as the court shall order. The Executive agrees to pay costs and without legal fees incurred by the necessity Company in obtaining such injunction. (iii) Rights and remedies provided for in this Section 10(b) are cumulative and shall be in addition to rights and remedies otherwise available to the parties under any other agreement or applicable law. (iv) In the event that any provision of proof of actual damage. If this Agreement shall to any portion of the Restrictive Covenants is hereafter determined to extent be invalid held invalid, unreasonable or unenforceable in any respectcircumstances, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found remainder of this Agreement and the application of such provision of this Agreement to be reasonable other circumstances shall be substituted for valid and enforceable to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by law. If any provision of this Agreement is held to be unenforceable because of the Restrictive Covenants are determined to be wholly scope or partially unenforceable in any jurisdictionduration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall not reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be a bar to or enforceable and shall be enforced. The parties hereto recognize that if, in any way diminish the Company’s right judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement; then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenant covenants will remain in any full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. (v) In the event of the Executive’s breach of this Article 10, in addition to all other jurisdictionrights the Company may have hereunder or in law or in equity, all payments and benefits hereunder shall cease; all options, stock, and other securities granted by the Company or its successor, including stock obtained through prior exercise of options, shall be immediately forfeited (whether or not vested), and the original purchase price, if any, shall be returned to the Executive; and all profits received through exercise of options or sale of stock, and all previous payments and benefits made or provided hereunder shall be promptly returned and repaid to the Company.

Enforcement. Executive Employee acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 4 through 7 6 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive Employee has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive Employee breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of ExecutiveEmployee’s obligations under the Restrictive Covenants would be inadequate. Executive Employee therefore agrees and consents that if Executive Employee commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 this Agreement are found by a court or an arbitrator to be unreasonable, Executive Employee and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. 12.1. Executive acknowledges and agrees that: (i) that the purpose type and periods of the covenants set forth restrictions imposed in Sections 5 through 7 above (the “Restrictive Covenants”) is 9, 10 and 11 of this Agreement are fair and reasonable, and that such restrictions are intended solely to protect the goodwill, trade secrets and other confidential information legitimate interests of the Company; (ii) because of , rather than to prevent Executive from earning a livelihood. Executive recognizes that the nature of Company competes throughout the business United States, and that Executive's access to Confidential Information makes it necessary for the Company to restrict Executive's post-employment activities in any market in which the Company is engaged competes, and because in which Executive's access to Confidential Information and other proprietary information could be used to the detriment of the nature of Company. In the Confidential Information event that any restriction set forth in this Agreement is determined to which be overbroad with respect to scope, time or geographical coverage, Executive has accessagrees that such a restriction or restrictions should be modified and narrowed, it would be impractical either by a court or by the Company, so as to preserve and excessively difficult to determine protect the actual damages legitimate interests of the Company as described in this Agreement, and without negating or impairing any other restrictions or agreements set forth herein. 12.2. Because the event Executive's services are unique and because the Executive breached any such covenants; has access to Confidential Information and (iii) remedies at law (such as monetary damages) Intellectual Property, the parties hereto agree that money damages would be an inadequate remedy for any breach of Executive’s obligations under this Agreement or the Restrictive Covenants would be inadequateExecutive engaging in conduct constituting Cause. Executive therefore agrees and consents that if Executive commits any Therefore, in the event of a breach or threatened breach of a Restrictive Covenantthis Agreement or if the Executive engages in any other conduct that constitutes Cause, the Company shall have the right (or its successors or assigns may, in addition toto other rights and remedies existing in its favor at law or in equity, and not in lieu of, apply to any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionjurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security security). 12.3. In addition to the remedies available to the Company under Section 12.2 above, the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unpaid or deferred amounts owed to Executive, or exercise or vesting in equity awards, under this Agreement or otherwise, if the Executive engages in any conduct that constitutes Cause. In the event the Executive engages in conduct that constitutes Cause prior to, or during the six months after, any payment or delivery pursuant to this Agreement or otherwise or the vesting or exercise of any equity rights, such payment, delivery, exercise or vesting may be rescinded by the Company within two years thereafter. In the event of any such rescission, the Executive shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded payment, delivery, exercise or vesting, in such manner and without on such terms and conditions as may be required, and the necessity Company shall be entitled to set-off against the amount of proof any such gain any amount owed to the Executive by the Company. 12.4. The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of actual damagethe Company, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. If The Executive further understands that the Company would not enter into this Agreement but for the covenants contained in Sections 9, 10, and 11 of this Agreement, and the provisions of Sections 9, 10 and 11 of this Agreement are reasonable and necessary to preserve the business of the Company. 12.5. Executive agrees that if the Company fails to take action to remedy any breach by Executive of this Agreement or any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectAgreement, such determination inaction by the Company shall not affect the remainder thereof, which shall operate or be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality construed as a waiver of any subsequent breach by Executive of the foregoingsame or any other provision, if agreement or covenant. 12.6. Executive hereby states that he has read this Agreement in its entirety, that Executive has been given an opportunity to consider the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive Agreement and discuss it with the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaattorney of his choice, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope Executive enters into this Agreement voluntarily and area permitted by law. If any of the Restrictive Covenants are determined intending to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionlegally bound.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that she will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive Employee acknowledges and agrees that: (i) the purpose of the covenants set forth restrictions contained in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are, trade secrets and other confidential information of the Company; (ii) because in view of the nature of the business in which of Company, reasonable and necessary to protect the Company is engaged and because legitimate interests of the nature Company, and that any breach, violation or default by Employee of any of such restrictions, including the Confidential Information representations, covenants, duties or obligations imposed upon Employee pursuant to this Agreement, shall cause Company immediate and irreparable harm for which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) Company’s remedies at law (such as monetary money damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (right, in addition toto any other rights it may have, to obtain injunctive relief, including a temporary restraining order and a preliminary and permanent injunction, to restrain any breach or threatened breach of this Agreement, without the necessity of proving actual damages, and not the right to an equitable accounting of all earnings, profits and other benefits arising from any such breach, which rights shall be cumulative and in lieu of, addition to any other right rights or remedy that remedies to which the Company may be available to it) to entitled. Employee agrees that in the event of any such breach, an action may be commenced for any such temporary restraining order, preliminary or permanent injunction and permanent injunctive other equitable relief from a in any court of competent jurisdiction sitting in Ireland or in any other court of competent jurisdiction. Employee hereby waives, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by law. If , any objection that Employee may now or hereafter have to such jurisdiction or to the laying of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce venue of any such covenant suit, action or proceeding brought in such court and any other jurisdictionclaim that such suit, action or proceeding has been brought in an inconvenient forum. Employee agrees that effective service of process may be made upon Employee by mail under the notice provisions of Section 14 of this Agreement. Should any provision of this Agreement be adjudged to any extent invalid by any competent tribunal, that provision shall be deemed modified to the extent necessary to make it enforceable. Company may contact any Person with or for whom Employee works after his employment by Company ends for the purpose of enforcing the Covenant-Not-To-Compete and may send that Person a copy of this Agreement.

Enforcement. The Executive acknowledges that a breach of his covenants and agreements contained in Sections 6 and 7 would cause irreparable damage to the Company and its subsidiaries and affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that if he breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company and its subsidiaries and affiliates shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. Additionally, upon a material breach by Executive of Section 6 or Section 7, the unvested Restricted Stock (and any other stock-based awards held by the Executive) shall be automatically canceled and forfeited without any further action. The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Sections 6 and 7 to be reasonable and necessary for the protection of the interests of the Company and its subsidiaries and affiliates, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. The Executive acknowledges and agrees that: (i) that the purpose of the restrictions and covenants set forth contained in Sections 5 through 6 and 7 above (shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the “Restrictive Covenants”) is other restrictions and covenants or to protect the goodwill, trade secrets and other confidential information remaining provisions of this Agreement. The existence of any claim or cause of action by the Company; (ii) because of the nature of the business in which Executive against the Company is engaged or any of its subsidiaries and because affiliates, whether predicated upon this Agreement or otherwise, shall not excuse the Executive’s breach of any covenant, agreement or obligation contained in Section 6 or Section 7 and shall not constitute a defense to the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of enforcement by the Company in the event Executive breached or any of its subsidiaries of such covenantscovenant, agreement or obligation; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents provided, however, that if upon termination of this Agreement by the Company without “Cause” or by Executive commits any breach of a Restrictive Covenantfor “Good Reason”, the Company shall have the right (in addition todefaults on any obligation to pay Executive any amount due and owing Executive under Section 5(j)(ii)(1) or Section 5(j)(ii)(5), and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination then Executive shall not affect be required to comply with the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants undertakings set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive 7(a) and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionSection 7(b).

Enforcement. (i) Executive acknowledges that Grom Group will suffer substantial and irreparable damages not readily ascertainable or compensable in terms of money in the event of the breach of any of the Executive’s obligations under Sections 8(a) through 8(e) hereof. Executive therefore agrees that: (iA) the purpose provisions of Sections 8(a) through 8(e) shall be construed as an agreement independent of the covenants set forth other provisions of this Agreement and any other agreement of Grom Group and Executive (including the Purchase Agreement and any other Seller Transaction Document (as defined therein)), and (B) the Company, in Sections 5 through 7 above addition to any other remedies (including damages) provided by law, shall have the “Restrictive Covenants”) is right and remedy to protect the goodwillhave such provisions specifically enforced by any court having equity jurisdiction thereof. Accordingly, trade secrets and other confidential information in addition to all of the Company; (ii) because 's rights and remedies under this Agreement, including but not limited to, the right to the recovery of monetary damages from the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have be entitled, and the right (Executive hereby consents, to the issuance by any court of competent jurisdiction of temporary, preliminary and permanent injunctions, without bond, enjoining any such breach or threatened breach by the Executive. The Executive's sole remedy in the event of any injunction or order shall be dissolution thereof, if warranted, upon duly held hearing in a court of competent jurisdiction. The Executive hereby waives all claims for damages for wrongful issuance of any such injunction. The rights and remedies set forth in this Section 8(f) shall be in addition to, and not in lieu of, any other right or remedy that may be rights and remedies available to itthe Company under (x) law or equity and/or (y) the Purchase Agreement and any other Seller Transaction Document. (ii) Without limiting the generality of Section 10 below, if at any time any of the provisions of this Section 8 shall be determined to temporary and permanent injunctive relief from be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, by a court of competent jurisdiction, without posting any bond or other security then this Section 8 shall be considered divisible and without the necessity shall become and be immediately amended to only such area, duration and scope of proof of actual damage. If any portion of the Restrictive Covenants is hereafter activity as shall be determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible reasonable and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found enforceable by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise other body having jurisdiction over the restrictions contained herein matter. (iii) The Executive agrees to cover cooperate with Grom Group, during the maximum periodEmployment Period and thereafter (including following the Executive’s termination of employment for any reason), scope and area permitted by law. If making himself reasonably available to testify on behalf of any of the Restrictive Covenants are determined to be wholly or partially unenforceable relevant Grom Group member in any jurisdictionaction, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist such determination shall not be a bar to or Grom Group member in any way diminish such action, suit, or proceeding, by providing information and meeting and consulting with the Company’s right to enforce any such covenant in any other jurisdictionBoard or its representatives or counsel as reasonably requested.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar subject to or in any way diminish repurchase by the Company’s right , in its sole discretion, at a price equal to enforce any the lesser of the Exercise Price and the Fair Market Value of the Shares at the time of repurchase. In the event that the Participant sold the Shares purchased by the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such covenant in any other jurisdictionpayment, the positive difference, if any, between the price at which the Participant sold the Shares and the amount at which the Company could have repurchased the Shares pursuant to the preceding sentence.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to seek to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Section 7 of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges and agrees that: (i) Each party shall promptly notify the purpose other of its knowledge of any actual or potential infringement of the covenants set forth in Sections 5 through 7 above Osiris Patent Rights or the Joint Patent Rights (collectively, the “Restrictive Covenants”"Patent Rights") is by a Third Party with respect to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information a Product as to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations Novartis is licensed under the Restrictive Covenants would be inadequatethis Agreement. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company Novartis shall have the right (to enforce the Patent Rights in addition to, and not the Territory in lieu of, any other right or remedy that may be available its discretion with respect to it) a Product as to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damagewhich Novartis is licensed under this Agreement. If within six (6) months following receipt of notice from Osiris, Novartis fails to take action to halt infringement, Osiris shall, in its sole discretion, have the right, at its expense, to take such action in its own name or jointly with Novartis. Each party agrees to render such reasonable assistance as the prosecuting party may request. Costs of maintaining any portion such action therefrom shall be paid by the party or parties bringing the action. Neither party shall enter into any settlement which admits or concedes that any aspect of the Restrictive Covenants Patent Rights is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect without the remainder thereof, which shall be given prior written consent of the maximum effect possible and shall be fully enforced, without regard to the invalid portionsother party. In particular, without limiting the generality of Notwithstanding the foregoing, in the event either party receives notice of a Third Party who has filed an Abbreviated NDA ("ANDA") or paper NDA with respect to a Product as to which Novartis is licensed under this Agreement containing a certification of patent invalidity or non-infringement of one or more of the Osiris Patent Rights in the United States, the notified party shall notify the other party within ten (10) days thereof. Novartis shall have the right, but not the obligation, to bring an action for infringement within twenty (20) days from the date it receives notice, or if Novartis fails to bring such action, Osiris shall, in its sole discretion, have the covenants set forth right, at its expense, to take such action in Section 7 are found its own name or jointly with Novartis. Any recovery of damages by a court or an arbitrator Novartis with respect to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable any such suit shall be substituted for applied first to satisfy the stated period, scope or area, expenses and that the court or arbitrator shall revise the restrictions contained herein legal fees of Novartis with respect to cover the maximum period, scope and area permitted by lawsuch suit. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce The balance remaining from any such covenant in recovery shall be divided between Novartis and Osiris such that Osiris receives the royalty Osiris would have received under this Agreement if such sales had been made by Novartis. With respect to any other jurisdictionsuch suit brought by Novartis, Osiris shall have the right within its sole discretion to join such suit as a plaintiff at its sole cost and expense.

Enforcement. Executive acknowledges and agrees that: (i) The Participant acknowledges that compliance with all provisions, covenants and agreements set forth in this Agreement, and the purpose duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (ii) The Participant acknowledges that a breach of the Participant’s obligations under this Section 9 will result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (iii) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (iv) In the event of the violation by the Participant of any of the covenants set forth contained in Sections 5 through 7 above (Section 9, the “Restrictive Covenants”) is terms of each such covenant so violated shall be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business period in which the Company is engaged and because Participant was in breach of the nature covenant or for a period of twelve (12) months from the date of the Confidential Information to which Executive has accessentry by a court of competent jurisdiction of an order or judgment enforcing such covenant(s), it would be impractical and excessively difficult to determine the actual damages of the Company whichever period is later. (v) The Participant agrees that, in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantrestrictive covenants contained in this Agreement, the Company and/or its Subsidiaries and Affiliates shall have the right (in addition tobe entitled to obtain, and not in lieu of, from any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security preliminary and without permanent injunctive relief to restrain the necessity of proof of actual damage. If any portion violation of the Restrictive Covenants terms hereof by the Participant, and all persons acting for or on the Participant’s behalf. (vi) Each of the restrictive covenants contained in this Agreement is hereafter determined independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to be invalid the Company and/or its Subsidiaries and Affiliates. The existence of any claim or unenforceable in any respectcause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, such determination whether based on this Agreement or otherwise, shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard create a defense to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found enforcement by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and/or its Subsidiaries and that the court or arbitrator shall revise the restrictions Affiliates of any restrictive covenant contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthis Agreement.

Enforcement. Executive acknowledges and agrees that: (i) 8.1 Each party shall promptly advise the purpose other in writing of any known, unauthorized acts of infringement or potential infringement of the covenants set forth PROGRAM or DERIVATIVE WORKS. LICENSEE has the first option to police the PROGRAM and DERIVATIVE WORKS against infringement by other parties within the TERRITORY and the FIELD OF USE, but LICENSEE shall notify LSU in Sections 5 writing thirty (30) days before filing any suit. LICENSEE shall not file any suit without a diligent investigation of the merits of such suit by its counsel. This right to police includes defending any action for declaratory judgment of non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through 7 above (counsel of its selection, except that LICENSEE shall make any such settlement only with the “Restrictive Covenants”) is advice and consent of LSU. If LICENSEE has a reasonable basis for policing the rights outlined above, LSU shall provide reasonable assistance to protect the goodwillLICENSEE with respect to such actions, trade secrets but only if LICENSEE reimburses LSU for out-of-pocket legal and other confidential information expenses incurred in connection with any such assistance rendered at LICENSEE's request or reasonably required by LSU, and if LICENSEE notifies LSU in writing thirty (30) days before filing any suit. LSU retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Paragraph. LICENSEE shall defend, indemnify and hold harmless LSU with respect to any claims or counterclaims asserted by an alleged infringer reasonably related to the Company; enforcement of intellectual property rights licensed under this Agreement, including but not limited to antitrust counterclaims and claims for recovery of attorney fees. 8.2 If LICENSEE undertakes to enforce and/or defend the licensed intellectual property rights by litigation in any country, LICENSEE may withhold up to fifty percent (ii50%) because of the nature of the business sales based royalties (as described in Article 3.1(b)) due to LSU for sales in such country in which the Company litigation is engaged pending to reimburse up to fifty percent (50%) of LICENSEE’s actual out-of-pocket litigation expenses, including reasonable attorneys’ fees, but not including salaries of LICENSEE’s employees. Such pending litigation does not affect any other payment due to LSU under this Agreement. If LICENSEE recovers damages in the litigation, the award shall be applied first to satisfy LICENSEE’S unreimbursed expenses and because legal fees for the litigation, next to reimburse LSU for any payments under Article 3 which are past due or were withheld pursuant to this Article 8, and then to reimburse LSU for any other unreimbursed expenses and legal fees for the litigation. The remaining balance shall be divided equally between LICENSEE and LSU. If LICENSEE undertakes to enforce or defend the licensed intellectual property rights by litigation in a county outside the United States, LICENSEE may withhold up to fifty percent (50%) of the nature payments otherwise thereafter due during the course of such litigation to LSU under Article 3 under the Confidential Information following terms. LICENSEE may apply the amounts withheld to which Executive has accesspay up to half of LICENSEE's out-of-pocket litigation expenses, it would be impractical and excessively difficult to determine the actual including reasonable attorneys’ fees, but not including salaries of LICENSEE’s employees. If LICENSEE recovers damages of the Company in the event Executive breached any such covenants; litigation, then the award shall be applied first to satisfy LICENSEE’s unreimbursed expenses and (iii) remedies at law (such as monetary damages) legal fees for the litigation, and next to reimburse LSU for any breach payments under Article 3 that are past due, and then to reimburse LSU for any unreimbursed expenses and legal fees for the litigation. The remaining balance shall be divided equally between LICENSEE and LSU. This provision shall control the division of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach revenues where a license is granted as part of a Restrictive Covenantsettlement of such litigation. 8.3 If LICENSEE fails to take action to ▇▇▇▇▇ an alleged infringement within sixty (60) days of a request from LSU to do so (or within a shorter period if required to preserve the legal rights of LSU under applicable law), the Company then LSU shall have the right to take such action (in addition toincluding prosecution of a lawsuit) at LSU’s expense, and not LICENSEE shall use reasonable efforts to cooperate in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damagesuch action at LICENSEE's expense. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, During such determination action LICENSEE shall not affect have the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, right to grant SUBLICENSES without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaLSU’S permission, and that LSU shall have full authority to settle on such terms as LSU determines. LSU shall retain one hundred percent (100%) of any recovery or settlement under this Paragraph 8.3 after reimbursement of LSU’s out-of-pocket expenses and payment to LICENSEE of any unrecovered expenses LICENSEE pays at LSU's request to third parties in furtherance of such action (such payment not to exceed the court recovery or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionsettlement amounts LSU actually receives).

Enforcement. (i) The Executive acknowledges that the restrictions contained in this Section 8 are necessary to protect the Company’s confidential and proprietary information, trade secrets, intellectual property and other legally protectable business information; and further acknowledges and agrees that each and every restriction in this Section 8 is reasonable in all respects, including duration, territory and scope of activity. (ii) The Executive agrees that the restrictions contained in this Section 8 shall be construed as separate agreements independent of any other provision of this Agreement or any other agreement between the Executive and the Company. To the extent that any restriction of this Section 8 is determined by any court of competent jurisdiction to be unenforceable, the Executive and the Company expressly agree and intend that such restriction be reduced in scope to the extent permitted by law, and that such remaining restriction be enforced, and that the other restrictions of this Section 8 remain in full force and effect. (iii) The Executive agrees that the existence of any claim or cause of action by the Executive against the Company, under this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and restrictions in this Section 8. (iv) The Executive acknowledges and agrees that: (i) that the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which injury the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company will suffer in the event of the breach by the Executive breached of any such covenants; and (iii) remedies at law (such as of the provisions of this Section 8 will cause the Company irreparable injury that cannot be adequately ascertained or compensated by monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequatedamages alone. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantTherefore, the Company shall have Executive agrees that the right (in addition toCompany, and not in lieu of, without limiting any other right legal or remedy that may be equitable remedies available to it) , shall be entitled to temporary and permanent injunctive obtain equitable relief by injunction or otherwise, without the posting of any bond, from a any court of competent jurisdiction, including, without posting any bond limitation, injunctive relief to prevent the Executive’s failure to comply with the terms and conditions of this Section 8. The periods of time referenced in each of subparagraphs (b), (c) and (d) above shall be tolled as applicable on a day-for-day basis for each day during which the Executive violates the provisions of subparagraphs (b), (c) or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable (d) in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and respect so long as the Company agree takes actions to prevent or challenge such violation, so that the maximum periodExecutive is restricted from engaging in the activities prohibited by subparagraphs (b), scope or geographical area that is found to be reasonable shall be substituted (c) and (d) for the stated full time period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges (a) This Agreement shall be construed, enforced and agrees that: (i) interpreted in accordance with and governed by the purpose laws of the covenants set forth in Sections 5 through 7 above Commonwealth of Pennsylvania, without reference to its principles of conflict of laws, except to the extent that federal law shall be deemed to preempt such state laws. (b) It is the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information intention of the Company; (ii) because parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the nature Agreement. The covenants in Section 4 of this Agreement with respect to the Counties shall be deemed to be separate covenants with respect to each County, and should any court of competent jurisdiction conclude or find that this Agreement or any portion is not enforceable with respect to any of the business Counties, such conclusion or finding shall in no way render invalid or unenforceable the covenants herein with respect to any other County. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this Agreement in order to render the same valid and enforceable. (c) The Consultant acknowledges that National Penn and NPBank would not have entered into the Merger Agreement or intend to consummate the Merger unless the Consultant had, among other things, entered into this Agreement. Any breach of Sections 3 or 4 of this Agreement will result in irreparable damage to National Penn and NPBank for which National Penn and NPBank will not have an adequate remedy at law. In addition to any other remedies and damages available to National Penn and NPBank, the Company is engaged Consultant further acknowledges that National Penn and because of the nature of the Confidential Information NPBank shall be entitled to which Executive has access, it would be impractical and excessively difficult seek injunctive relief hereunder to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for enjoin any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach Sections 3 or 4 of a Restrictive Covenant, the Company shall have the right (in addition tothis Agreement, and not the parties hereby consent to any injunction issued in lieu of, favor of National Penn and NPBank by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting prejudice to any bond other right or remedy to which National Penn and NPBank may be entitled. The Consultant represents and acknowledges that, in light of his experience and capabilities, the Consultant can obtain employment with other security and without the necessity than a Competing Business or in a business engaged in other lines and/or of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid a different nature than those engaged in by National Penn or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court its subsidiaries or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaaffiliates, and that the court or arbitrator shall revise enforcement of a remedy by way of injunction will not prevent the restrictions contained herein to cover Consultant from earning a livelihood. In the maximum periodevent of a breach of this Agreement by the Consultant, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable Consultant acknowledges that in any jurisdiction, such determination shall not be a bar addition to or in lieu of National Penn or NPBank seeking injunctive relief, National Penn or NPBank may also seek to recoup any way diminish or all amounts paid by National Penn or NPBank to the Company’s right Consultant pursuant to enforce any such covenant Section 5(b) hereof. Each of the remedies available to National Penn and NPBank in any other jurisdictionthe event of a breach by the Consultant shall be cumulative and not mutually exclusive.

Enforcement. Executive acknowledges a) The parties acknowledge and agrees that: (i) the purpose of agree that compliance with the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) this Agreement is necessary to protect the goodwillConfidential Information and Trade Secrets, trade secrets business and other confidential information goodwill of the Company; (ii) because , and that any breach of this Agreement will result in irreparable and continuing harm to the nature of the business in Company, for which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessmoney damages may not provide adequate relief. Accordingly, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any or anticipatory breach of this Agreement by you, or your claim in a Restrictive Covenantdeclaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that the Company shall have be entitled to the right (following particular forms of relief as a result of such breach, in addition toto any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and not in lieu of, you consent to the issuance thereof forthwith and without bond by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, without posting including attorneys’ fees, incurred by the Company to defend or enforce the provisions of this Agreement if you argue that such covenants are unreasonable or unenforceable. b) The parties hereto hereby declare that it is impossible to measure in money the damages that will accrue to the Company by reason of your failure to perform any bond of your obligations under Sections 7, 8, 9, and 10. Accordingly, if the Company institutes any action or proceeding to enforce the provisions hereof, to the extent permitted by applicable law, you hereby waive the claim or defense that the Company has an adequate remedy at law, and you shall not urge in any such action or proceeding the defense that any such remedy exists at law. The foregoing rights shall be in addition to any other security rights and without remedies available to the necessity of proof of actual damage. Company under law or in equity. c) If any portion of the Restrictive Covenants covenants contained in Sections 7, 8, 9, and 10, or any part thereof, is hereafter determined construed to be invalid or unenforceable in any respectunenforceable, such determination the same shall not affect the remainder thereofof the covenant or covenants, which shall be given the maximum effect possible and shall be fully enforcedfull effect, without regard to the invalid portionsportion(s). In particular, without limiting the generality of the foregoingaddition, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined covenants contained in Sections 7, 8, 9, and 10 hereof, or any part thereof, is held by any person or entity with jurisdiction over the matter to be wholly invalid or partially unenforceable because of duration of such provision or the geographical area covered thereby, the parties agree that such person or entity shall have the power to reduce the duration and/or geographical area of such provision and, in its reduced form, said provisions shall then be enforceable. d) It is understood and agreed that no failure or delay by the Company in exercising any jurisdictionright, such determination power or privilege contained in Sections 7, 8, 9, and 10 shall not be operate as a bar waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege contained in Sections 7, 8, 9, or 10. e) It is understood and agreed that references to or the “Company” in any way diminish the foregoing Sections 7, 8, 9 and 10 include the Company’s right to enforce any such covenant in any other jurisdiction, the Parent and its affiliates.

Enforcement. Executive In view of the foregoing, the Employee acknowledges and agrees that: (i) that it is reasonable and necessary for the purpose protection of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillgood will, business, trade secrets and other secrets, confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Proprietary Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that he makes the covenants in this Section 8 and that the Company will suffer irreparable injury if the Employee engages in the event Executive breached conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Employee agrees that upon a breach, threatened breach or violation by him of any such covenants; and (iii) of the foregoing provisions of this Section 8, the Company, in addition to all other remedies it may have including an action at law (such for damages, shall be entitled as monetary damages) for any breach a matter of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantright to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, specific performance or any other right or remedy that may be available to it) to temporary and permanent injunctive form of equitable relief from a in any court of competent jurisdiction, jurisdiction without posting any being required to post bond or other security and without having to prove the necessity of proof of actual damage. If any portion inadequacy of the Restrictive Covenants is hereafter determined available remedies at law, to enjoin and restrain the Employee and each and every other person, partnership, association, corporation or organization acting in concert with the Employee, from the continuance of any action constituting such breach. The Company shall also be entitled to recover from the Employee all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Employee acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that, should there be a violation or attempted or threatened violation by the Employee of any of the provisions contained in these subsections, the Company shall be entitled to relief by way of injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in Sections 8 (a), (b) or (c) shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be invalid unenforceable because of its duration, scope, or unenforceable in any respectarea, such determination shall not affect the remainder thereof, which it shall be given the maximum effect possible deemed to be and shall be fully enforced, without regard amended to conform to the invalid portions. In particularscope, without limiting the generality period of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator time and geographical area which would permit it to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionenforced.

Enforcement. Executive (a) If, at the time of enforcement of the provisions of this Schedule A, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the Participant and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum extent permissible under applicable law. To the extent that any provision of this Schedule A or portion hereof shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Schedule A shall be unaffected and shall continue in full force and effect. (b) The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Schedule A would be inadequate and, in recognition of this fact, the Participant agrees that: , in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security. (ic) In signing the purpose Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Schedule A and the restraints imposed on the Participant’s conduct hereunder. The Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) this Schedule A. It is to protect the goodwill, trade secrets and other confidential information also agreed that each of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall Affiliates will have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion enforce all of the Restrictive Covenants is hereafter determined Participant’s obligations to be invalid or unenforceable that Affiliate under this Schedule A. (d) The obligations contained in any respect, such determination this Schedule A shall not affect survive the remainder thereof, which shall be given termination of the maximum effect possible Participant’s Service relationship with the Company and its Subsidiaries and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionenforceable thereafter.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach, or threatened breach in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to seek specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement within two (2) years of such breach (or, solely with respect to a breach of Section 6(c) hereof, any Shares purchased pursuant to this Agreement whatsoever) shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar subject to or in any way diminish repurchase by the Company’s right , in its sole discretion, at a price equal to enforce the lesser of the Exercise Price and the fair market value (calculated using the last reported sale price of the common stock of the Company on the New York Stock Exchange (or if not then traded on such exchange, on the principal national securities exchange in the United States on which it is then traded) on the trading date immediately prior to such vesting date) of the Shares at the time of repurchase. In the event that the Participant sold any Shares purchased by the Participant that are subject to repurchase pursuant to the preceding sentence, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such covenant in any other jurisdictionpayment, the positive difference, if any, between the price at which the Participant sold the Shares and the amount at which the Company could have repurchased the Shares pursuant to the preceding sentence.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach, or any threatened breach in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to seek specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants restrictive covenants in this Agreement by the Participant, the Participant agrees that any vested shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement within two (2) years of such breach (or, solely with respect to a breach of Section 9(c) hereof, any shares of Restricted Stock issued by the Company pursuant to this Agreement whatsoever) shall be forfeited for no consideration. In the event that the Participant sold any of the shares issued to the Participant pursuant to this Agreement that are determined subject to forfeiture pursuant to the preceding sentence, then the Participant shall be wholly or partially unenforceable required to pay to the Company in any jurisdictioncash, within thirty (30) days of a request by the Company for such determination shall not be a bar payment, an amount equal to or in any way diminish the Company’s right to enforce any proceeds of such covenant in any other jurisdictionsale.

Enforcement. Executive acknowledges and agrees that: (ia) The rights hereby granted shall include the purpose right of the covenants set forth in Sections 5 through 7 above (AHC and the “Restrictive Covenants”) is Monitoring Agent to protect the goodwill, trade secrets enforce this Covenant independently by appropriate legal proceedings and to obtain injunctive and other confidential information appropriate relief on account of any violations including without limitation relief requiring restoration of the Company; Premises to the condition, affordability or occupancy which existed prior to the violation impacting such condition, affordability or occupancy (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would being agreed that there shall be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies no adequate remedy at law (for such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would violation), and shall be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu limitation of, any other right rights and remedies available the AHC and the Monitoring Agent. (b) Without limitation of any other rights or remedy that may be available to it) to temporary remedies of the AHC, or their successors and permanent injunctive relief from a court assigns, in the event of competent jurisdictionany sale, without posting any bond conveyance or other security and without the necessity of proof of actual damage. If any portion transfer or occupancy of the Restrictive Covenants is hereafter determined Premises in violation of the provisions of this Covenant, the AHC shall be entitled to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereoffollowing remedies, which shall be given cumulative and not mutually exclusive: (i) specific performance of the maximum effect possible provisions of this Covenant; (ii) money damages for charges in excess of the Maximum Resale Price, if applicable; (iii) if the violation is as sale of the Premises to an Ineligible Purchaser, except as permitted herein, the AHC and/or Monitoring Agent shall have the option to locate an Eligible Purchaser on the terms and conditions provided herein, and the purchase price shall be a price which complies with the provisions of this Covenant; specific performance of the requirement that an Ineligible Purchaser shall, sell as herein provided, may be judicially ordered; (iv) the right to void any contract for sale or any sale, conveyance or other transfer of the Premises in violation of the provisions of this Covenant in the absence of a Compliance Certificate, by an action in equity to enforce this Covenant; and (v) money damages for the cost of creating or obtaining a comparable dwelling unit for an Eligible Purchaser. (c) In addition to the foregoing, the Owner hereby agrees and shall be fully enforced, without regard obligated to pay all fees and expenses (including legal fees) of the AHC and the Monitoring Agent in the event successful enforcement action is taken against the Owner or the Owner’s successors or assigns. The Owner hereby agrees to grant a mortgage on the Premises to the invalid portions. In particularAHC, without limiting to be recorded herewith, to secure payment of such fees and expenses in any successful enforcement action, and to secure the generality terms, provisions and obligations of the foregoingOwner herein. The AHC shall be entitled to seek recovery of fees and expenses incurred in a successful enforcement action of this Covenant against the Owner and to assert such a lien on the Premises to secure payment by the Owner of such fees and expenses. (d) The Owner for himself, if herself or themselves and his, her or their successors and assigns, hereby grants to the covenants set forth in Section 7 are found by a court or an arbitrator AHC and the Monitoring Agent the right to take all actions with respect to the Premises which the AHC and the Monitoring Agent may determine to be unreasonablenecessary or appropriate pursuant to applicable law, Executive and court order, or the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any consent of the Restrictive Covenants are determined Owner to be wholly prevent, remedy or partially unenforceable in ▇▇▇▇▇ any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionviolation of this Covenant.

Enforcement. Executive Optionee acknowledges that the duties, obligations and restrictions imposed upon him in this Agreement are special, unique and of an extraordinary character, and that in the event of Optionee’s breach or threatened breach of any portion of this Agreement, the damage to Company and its affiliates would be irreparable or could not be adequately measured in money damages. Optionee represents and further acknowledges that any breach or threatened breach of his duties, obligations and restrictions under this Agreement will cause Company and its affiliates immediate and irreparable injury, loss and damage before legal notice can be had upon Optionee, or his attorney, or before a judicial hearing can be held. Therefore, Optionee agrees that: that Company may protect its interest by seeking and obtaining specific performance or a court injunction (i) the purpose both temporary and permanent), in addition to any provable money damages, costs and reasonable attorneys fees, along with any other remedies they may have at law and equity, for any breach or threatened breach of the Agreement. Optionee also agrees that it is important for any prospective person or business entity entering into an arrangement with Optionee which might be impacted by the restrictive covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is herein to protect the goodwillbe made aware of this Agreement. Accordingly, trade secrets and other confidential information Optionee further agrees to provide a copy of the Company; (ii) because this Agreement to any person or business entity with whom Optionee considers entering into any arrangement of the any nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical impacted by this Agreement. Should Optionee fail to provide this information, Optionee further agrees that Company may forward a copy of this Agreement to any person or business entity entering into an arrangement of any nature with Optionee which it believes would be impacted by this Agreement and excessively difficult to determine Optionee releases Company and its affiliates from any and all claimed liability or damage by virtue of such disclosure. The provisions of this Section 9.2 shall survive the actual damages termination of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) this Agreement for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantreason, including but not limited to, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court expiration of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionits term.

Enforcement. Executive acknowledges (A) A Customer Default with respect to one Licensor shall constitute a Customer Default with respect to both Licensors. In the event of a Customer Default with respect to the Space, Space-Related Services, and/or Non-Space-Related Services, each Licensor as applicable) shall have the right to exercise all of the available rights and agrees that: remedies at law and in equity, and may, without limitation and free from any and all liability, (i) terminate this MSA (including any and all Order Forms); (ii) recover from Customer the purpose applicable Basic Contract Damages, subject to any mitigation requirements under Law (provided that CoreSite shall not be required to give preference to the Space over any other Space in its mitigation efforts); (iii) discontinue, turn off, shut down or suspend any Space-Related Service (including, without limitation, power) or Non-Space-Related Services; (iv) prevent Customer from ordering or licensing any Space-Related Services or Non-Space-Related Services; (v) prevent Customer from accessing or using the Space, Data Center and Building and/or prevent Customer from removing any Equipment from the Space :or Building (including, without limitation, by means of locks or other access barriers); and/or (vi) perform such acts necessary to cure the Customer Default, on Customer’s part, and all costs incurred by the Licensors in connection therewith shall be paid by Customer to the applicable Licensor. In the event of any shutdown of Space-Related Services or Non-Space-Related Services hereunder, Customer shall he responsible to pay CoreSite or CoreSite Services, whichever may be the case, the standard commercially reasonable reinstatement fee in the event of any reinstatement of any Space-Related Services or Non-Space-Related Services (as applicable). (B) Notwithstanding anything to the contrary in this MSA, Customer will not be permitted to remove any Equipment from the Space or Building, and Customer waives any and all rights and remedies in connection therewith, during any period in which Customer is past-due or otherwise delinquent in any amounts payable, during any period in which Customer is under a payment plan with either Licensor, or during any period in which a Customer Default exists. (C) In the event of a Licensor Default, Customer shall have the right, subject to the terms of this MSA, and subject to any mitigation requirements under Law, to exercise au of its available rights and remedies at law and in equity. Five9, Inc.; ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Santa Clara, CA 10 (i) Notwithstanding anything in this MSA to the contrary, any remedy of Customer for the collection of a judgment (or other judicial process) requiring the payment of money by CoreSite or any claim, cause of action or obligation, contractual, statutory or otherwise by Customer against CoreSite concerning, arising out of or relating to any matter relating to this MSA and all of the covenants and conditions or any obligations, contractual, statutory, or otherwise set forth herein, shall be limited solely and exclusively to an amount which is equal to the License Fees paid by Customer in the *** months immediately preceding the date of entry of such judgment, claim, cause of action or obligation, net of any amounts due and owing from Customer to CoreSite as of such date. (ii) Notwithstanding anything in this MSA to the contrary, any remedy of Customer for the collection of a judgment (or other judicial process) requiring the payment of money by CoreSite Services or any claim, cause of action or obligation, contractual, statutory or otherwise by Customer against CoreSite Services concerning, arising out of or relating to any matter relating to this MSA and all of the covenants and conditions or any obligations, contractual, statutory, or otherwise set forth herein, shall be limited solely and exclusively to an amount which is equal to the Non-Space-Related Service Fees paid by Customer in the *** months immediately preceding the date of entry of such judgment, claim, cause of action, or obligation, net of any amounts due and owing from Customer to CoreSite Services as of such date. (iii) Except as set forth in Sections 5 through 7 above (6(C)i and 6(C)ii, no property or assets of Licensors or any their respective Indemnified Parties shall be subject to levy, execution or other enforcement procedure for the “Restrictive Covenants”) is satisfaction of Customer’s remedies under or with respect to protect this MSA, Licensors’ obligations to Customer, whether contractual, statutory or otherwise, the goodwill, trade secrets and other confidential information relationship of the Company; (ii) because parties hereunder, or Customer’s use or occupancy. Without limiting the foregoing, no personal liability is assumed by any of the nature Licensors’ respective Indemnified Parties, and no Claim shall be asserted against any of the business Licensors’ respective Indemnified Parties. (D) Notwithstanding anything to the contrary contained in which the Company is engaged and because this MSA, no Party shall, under any circumstances, be liable for any consequential, indirect, punitive, exemplary or special damages of any nature, or for any loss of data, lost revenues, lost profits, loss of business, loss of goodwill or anticipatory profits, regardless of the nature form of action, whether in contract, tort (including, without limitation, negligence), strict liability or otherwise, even if the such Party has been advised of the Confidential Information possibility of such damages; provided, however, the foregoing shall not limit or affect, and Customer shall be responsible for, the Basic Contract Damages, License Fees and Service Fees and all other amounts payable by Customer under this MSA (including, without limitation, future amounts, regardless of when payable). Notwithstanding anything to which Executive has accessthe contrary contained in this MSA, it would Customer shall not be impractical permitted to exercise any self-help or offset remedies, or to perform any of Licensors’ obligations. Except as set forth in this MSA, no Party makes any express or implied representations or warranties, including, but not limited to, warranties of fitness for a particular purpose, merchantability, noninfringement of intellectual property rights and excessively difficult title, or any warranties arising from a course of dealing, usage, or trade practice. (E) Notwithstanding anything to determine the actual damages contrary in this MSA, this MSA and the obligations of the Company Customer shall not be affected or impaired, and neither Licensor shall be in breach or default, in the event Executive breached either Licensor is unable to fulfill any of its obligations under this MSA or is delayed in doing so, if such inability or delay is caused by reason of Force Majeure Event, and Licensors’ obligations under this MSA shall be suspended by any such covenants; and (iii) remedies at law (such Force Majeure Event. Notwithstanding the foregoing, if, as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach a result of a Restrictive CovenantForce Majeure Event claimed by a Licensor that is not caused by Customer or any of the Customer Parties, such Licensor is unable to provide Service to Customer and Customer is prevented from receiving Service as a result of such Force Majeure Event then, during such time as Licensor is so unable to provide Service to Customer as a result of such Force Majeure Event, Customer shall not be obligated to pay the Service Fees for the particular Service that such Licensor is so unable to provide to Customer as a result of such Force Majeure Event, unless’ such Licensor is able to provide a reasonable alternative. (F) Time is of the essence with respect to the performance of this MSA. In any action, legal proceeding or suit relating to. this MSA, the Company losing Party shall have pay the right prevailing Party, a reasonable sum for attorneys’ fees and costs in such action, legal proceeding or suit, as applicable. Any obligations of the Parties occurring prior to the expiration or termination of this MSA shall survive such expiration or termination. Additionally, the terms and conditions of this MSA that by. their sense and context are intended to survive the expiration or termination of this MSA shall survive such expiration or termination. Five9, Inc.; ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Santa Clara, CA 11 ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** (in addition to, and not in lieu of, G) If any other right or remedy that may be available to it) to temporary and permanent injunctive relief from provision of this MSA is held by a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined jurisdiction to be invalid invalid, void or unenforceable illegal, the remaining provisions of this MSA will reimburse in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible full force and shall be fully enforced, without regard to the invalid portionseffect. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination A Party shall not be deemed to waive any of its rights or remedies under this MSA unless such waiver is in writing and signed by the Party to be bound. The acceptance of any amounts by a bar Party shall not be deemed to be a waiver of any preceding breach or default. No acceptance of a lesser amount than the amount due shall be deemed a waiver of a Party’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and each Party may accept such check or payment without prejudice to its right to recover the full amount due. No acceptance of monies by a Party after the expiration or termination of the Term shall in any way diminish after the, length of that Term or Customer’s rights to the Company’s right Space or any Service, or reinstate, continue or extend the Term. Unless otherwise agreed to enforce in writing by the receiving Party, a Party may apply any payments received from the other Party to any amounts and in any order that the receiving Party may determine from time to time in its sole and absolute discretion, notwithstanding any contrary designation or writing by the paying Party. Additionally, in the event either Licensor receives a payment by or on behalf of Customer or any affiliate of Customer that may cover other locations, such Licensor may apply such payment to amounts owing or that will become payable under this MSA, and shall not be obligated to ensure that any amounts are applied at any other location. (H) This MSA shall be governed by the Laws of the State. All, controversies, claims, actions or causes of action arising between the Parties hereto and/or their respective successors and assigns, shall be brought, heard and adjudicated by the courts of the State. Each of the Parties consents to personal jurisdiction by the courts of the State in connection with any such covenant controversy, claim, action or cause of action, and each of the Parties consents to service of process by any means authorized by the Law of the State and consent to the enforcement of any judgment so obtained in the courts of the State on the same terms and conditions as if such controversy, claim, action or cause of action had been originally heard and adjudicated to, a final judgment in such courts. Each of the Parties further acknowledges that the Laws and courts of the State were freely and voluntarily chosen to govern this MSA and to adjudicate any other jurisdictionclaims or disputes hereunder. (I) TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS MSA, FOR DAMAGES FOR ANY DEFAULT UNDER THIS MSA, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR REMEDY UNDER THIS MSA.

Enforcement. Executive acknowledges (a) The Company and agrees that: (i) the purpose of Employee agree that the covenants set forth in Sections 5 through 7 above (this Agreement shall be enforced to the “Restrictive Covenants”) fullest extent permitted by law. Accordingly if, in any judicial or similar proceedings, a court or any similar judicial body shall determine that such covenant is unenforceable because it covers too extensive a geographical area or survives too long a period of time, or for any other reason, then the parties intend that such covenant shall be deemed to protect cover only such maximum geographical area and maximum period of time, and shall otherwise be deemed to be limited in such manner, as will permit enforceability by such court or similar body. The Company and the goodwill, trade secrets and other confidential information Employee further agree that covenants set forth in this Agreement are reasonable in all the circumstances for the protection of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages legitimate interests of the Company and its stockholders. In the event that any one or more of such covenants shall, either taken by itself or themselves together, be adjudged to go beyond what is reasonable in all the circumstances for the protection of the interests of the Company and its stockholders, but would be adjudged reasonable if any particular covenant or covenants or parts thereof were deleted, restricted or limited in a particular manner, then the said covenants shall apply with such deletions, restrictions or limitations, as the case may be. (b) The Company and the Employee each agree that the breach of this agreement by the other will cause irreparable damage to such party and that in the event Executive breached of such breach such party shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of the other's obligations hereunder. The seeking of any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond injunction or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination equitable relief shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality right of the foregoing, if party seeking the covenants set forth in Section 7 are found same to seek and obtain damages or other equitable relief on account of any actual or threatened breach of this Agreement by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionparty.

Enforcement. Each of the Consultant and the Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which that the Company is engaged will suffer substantial and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual irreparable damages of the Company not readily ascertainable or compensable in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any of the breach of any of the Consultant’s and the Executive’s obligations under this Agreement, particularly Sections 4 and 5 hereof. Each of the Restrictive Covenants would Company and the Consultant therefore agree that the provisions of this Agreement, particularly Sections 4 and 5 shall be inadequateconstrued as an agreement independent of the other provisions of this Agreement and that the Company, in addition to any other remedies (including damages) provided by law, shall have the right to pursue the remedy to have such provisions specifically enforced by any court having equity jurisdiction thereof. Executive therefore agrees Accordingly, in addition to all of the Company’s rights and consents that if Executive commits any breach remedies under this Agreement, including but not limited to, the right to the recovery of a Restrictive Covenantmonetary damages from the Consultant and the Executive, the Company shall have be entitled, and each of the right (Consultant and the Executive hereby consent, to seek the issuance by any court of competent jurisdiction of temporary, preliminary and permanent injunctions, without bond, enjoining any such breach or threatened breach by the Consultant and the Executive. The rights and remedies set forth in this Section 9 shall be in addition to, and not in lieu of, any other right or remedy that may be rights and remedies available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond the Company under law or other security and without the necessity of proof of actual damageequity. If at any portion time any of the Restrictive Covenants is hereafter provisions of this Agreement shall be determined to be invalid or unenforceable in any respectunenforceable, such determination shall not affect by reason of being vague or unreasonable as to area, duration or scope of activity, the remainder thereof, which provisions hereof shall be given the maximum effect possible considered divisible and shall become and be fully enforcedimmediately amended to only such area, without regard to the invalid portions. In particular, without limiting the generality duration and scope of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to activity as shall be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found determined to be reasonable shall be substituted for the stated period, scope or area, and that enforceable by the court or arbitrator shall revise other body having jurisdiction over the restrictions contained herein to cover the maximum periodmatter, scope and area permitted by law. If any each of the Restrictive Covenants are determined to Consultant and the Executive agree that such provisions, as so amended, shall be wholly valid and binding as though any invalid or partially unenforceable in any jurisdiction, such determination shall provision had not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionbeen included herein.

Enforcement. Executive acknowledges (a) The parties hereto agree that irreparable damage for which monetary and agrees other legal damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Merger and the other Transactions) in accordance with its specified terms or otherwise breach any such provisions; provided, however, that in the event of a termination of this Agreement under circumstances in which the Parent Termination Fee is paid, the Company will not be entitled to seek or obtain a decree or order of specific performance to enforce the observance or performance of, and will not be entitled to seek or obtain an injunction restraining the breach of, or to seek or obtain damages or any other remedy at law or in equity relating to any breach of, any covenant or obligation of any of Parent, Parent OP or Merger Sub other than with respect to the payment of the Parent Termination Fee. The parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent any breach or threatened breach of any of the covenants or obligations under this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages or otherwise. The parties hereto agree that such rights of specific enforcement are an integral part of the Transactions and that: , without such rights, none of the parties hereto would have entered into this Agreement. (b) Notwithstanding anything to the contrary contained herein, prior to a valid termination of this Agreement pursuant to Article VIII, (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is Company shall be entitled to protect the goodwillseek and obtain an injunction, trade secrets specific performance and other confidential information equitable relief to prevent any breaches or threatened breaches of this Agreement by Parent or Parent OP and to enforce specifically the Company; terms and provisions hereof, including Parent’s and Parent OP’s obligations to consummate the Merger and the other Transactions, and (ii) because Parent shall be entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent any breaches or threatened breaches of the nature of the business in which this Agreement by the Company is engaged or Company OP and because to enforce specifically the terms and provisions hereof, including the Company’s and Company OP’s obligations to consummate the Merger and the other Transactions. Neither the commencement of any Legal Proceeding pursuant to this Section 9.13 nor anything else in this Section 9.13 shall restrict or limit the nature Company’s or Parent’s right to terminate this Agreement in accordance with the terms of the Confidential Information Article VIII or (before or after any termination) to which Executive has accesspursue any other remedies under this Agreement, it would be impractical and excessively difficult to determine the actual damages of nothing in this Section 9.13 or elsewhere in this Agreement shall require the Company in the event Executive breached or Parent to institute any such covenants; and (iii) remedies at law (such proceedings for specific performance prior to or as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, condition to exercising any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damagehereunder. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without Without limiting the generality of the foregoing, if any and all remedies herein conferred upon the covenants set forth in Section 7 Company or Parent are found cumulative and not exclusive of any other remedy conferred hereby, or by a court law or equity upon the Company or Parent, and the exercise by the Company or Parent of any one remedy will not preclude the exercise of any other remedy. (c) Each party hereto further agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other parties hereto have an adequate remedy at law or an arbitrator to be unreasonable, Executive award of specific performance is not an appropriate remedy for any reason at law or in equity. The parties hereto acknowledge and the Company agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, terms and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination this Agreement shall not be a bar required to provide any bond or other security in any way diminish the Company’s right to enforce connection with any such covenant in any other jurisdictionorder or injunction.

Enforcement. (a) STAAR and the Executive acknowledges intend that the provisions of this Article 8 shall be fully enforceable as set forth herein. To the extent that any court of competent jurisdiction finds that any such provision is enforceable by reason of its duration or scope, STAAR and agrees that: (i) the purpose Executive agree that it shall be enforced insofar as it may be enforced within the limits of the covenants set forth in Sections 5 through 7 above law of that jurisdiction, but that the Agreement as a whole shall be unaffected elsewhere. (the “Restrictive Covenants”b) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which The Executive has access, agrees that it would be impractical and excessively difficult to determine the actual compensate STAAR fully for damages for any violation of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach provisions of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement, including, without limitation, the Company provisions of this Article 8. Accordingly, the Executive specifically agrees that STAAR and its successors and assigns shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) entitled to temporary and permanent injunctive relief from a court to enforce the provisions of competent jurisdictionthis Agreement. This provision with respect to injunctive relief shall not, without posting however, diminish the right of STAAR to claim and recover damages in addition to injunctive relief. (c) If the Executive breaches any bond or other security and without provision of Article 8, the necessity of proof of actual damage. If any portion rights of the Restrictive Covenants is hereafter determined Executive (or the Executive’s estate) to be invalid a benefit under the Agreement, and the rights of a surviving spouse or unenforceable in any respectother person to a benefit under the Agreement, such determination shall not affect the remainder thereof, which shall be given forfeited, unless the maximum effect possible Board determines that such activity is not detrimental to the best interests of STAAR and its affiliates. Such forfeiture shall be fully enforced, without regard in addition to any other remedy of STAAR under the invalid portionsAgreement or at law and in equity with respect to such breach. In particular, without limiting the generality of the foregoingHowever, if the covenants set forth Executive ceases such activity and notifies the Board of this action, the Executive’s (or the Executive’s estate’s) right to receive a benefit, and any right of a surviving spouse or any other person to a benefit, may be restored within sixty (60) days of said notification, unless the Board in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree its sole discretion determines that the maximum periodprior activity has caused serious injury to STAAR and its affiliates, scope or geographical area that is found to be reasonable which determination shall be substituted for the stated period, scope or area, final and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionconclusive.