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. Executive acknowledges and agrees that: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the purpose of the covenants set forth claim for indemnification or advances is denied, in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillwhole or in part, trade secrets and other confidential information of the Company; (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification 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 limitations set forth in Section 7 are found 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by a court the Corporation (including the Board, any committee of the Board, or an arbitrator to be unreasonablethe Corporation’s stockholders, Executive and the Company agree or any subgroup of such directors or stockholders) that the maximum period, scope or geographical area that such indemnification is found to be reasonable improper shall be substituted for a defense to the stated period, scope action or area, and create a presumption that the court Indemnitee is not entitled to indemnification under this Agreement 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 jurisdictionotherwise.

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. 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. 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 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 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. 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. 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. 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 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 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 Except as provided in Section 4.6 of the Indenture, no Holder of any Debt Securities of any Series shall have any right by virtue of or by availing itself of any provision of the Indenture or of the Debt Securities of such Series to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or of the Debt Securities, or for any other remedy hereunder or under the Debt Securities, unless (a) such Holder previously shall have given to the Trustee written notice of default and agrees that: of the continuance thereof with respect to such Series of Debt Securities, (ib) the purpose Holders of the covenants set forth not less than 25% in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information aggregate principal amount Outstanding of the Company; (ii) because Debt Securities 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 Series shall have made specific written request to the right (Trustee to institute such action, suit or proceeding in addition to, its own name as Trustee hereunder and not in lieu of, any other right or remedy that may be available shall have provided to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond the Trustee such indemnity or other security as it may require against the costs, expenses and without liabilities to be incurred therein or thereby and (c) the necessity Trustee for 60 days after its receipt of proof such notice, request and provision of actual damage. If indemnity or other security, shall have failed to institute any portion such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9 of the Restrictive Covenants is hereafter determined to be invalid Indenture, it being understood and intended, and being expressly covenanted by every Holder of Debt Securities of a Series with every other Holder of Debt Securities of such Series and the Trustee, that no one or unenforceable more Holders shall have any right 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 manner whatever by virtue or by availing itself of any provision of the foregoing, if the covenants set forth in Section 7 are found by a court Indenture 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 Debt Securities to be wholly affect, disturb or partially unenforceable in prejudice the rights of any jurisdictionother Holder of Debt Securities of such Series or to obtain priority over or preference to any other such Holder, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any right under the Indenture or under the Debt Securities of such covenant Series, except in any other jurisdictionthe manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such Series. For the protection and enforcement of this Paragraph 10, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

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 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. Executive acknowledges and agrees that: If Indemnitee has not received a determination of entitlement to indemnification or an advance, as the case may be, within the applicable time periods for such actions specified in this Agreement, or if it has been determined that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall be entitled to commence an action in any court of competent jurisdiction (including the court in which the Proceeding (as to which Indemnitee seeks indemnification) is or was pending) (i) in the purpose former case, seeking enforcement of Indemnitee's rights under this Agreement or otherwise, or seeking an initial determination by the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillcourt, trade secrets and other confidential information of the Company; or (ii) because in the latter case, challenging any such determination or any aspect thereof, including the legal or factual bases therefor. The Company hereby consents to service of the nature of the business process and to appear generally in which any such proceeding. It shall be a defense to any such action that applicable law does not permit the Company is engaged and because of to indemnify Indemnitee for 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 amount claimed. In 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 Covenantaction, the Company shall have the right (burden of proving that indemnification or advances are not proper 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 circumstances of the Restrictive Covenants specific case. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is hereafter determined to be invalid or unenforceable in any respectproper under the circumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Company that Indemnitee has not met such determination shall not affect the remainder thereofstandard of conduct, which shall be given the maximum effect possible and shall be fully enforced, without regard a defense to the invalid portionsaction or create a presumption that Indemnitee has not met that standard of conduct. In particularThe Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in connection with the successful establishment or enforcement, 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 whole or in any way diminish the Company’s part, by Indemnitee of Indemnitee's right to enforce any such covenant in any other jurisdictionindemnification or advances.

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. 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 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. The Executive acknowledges and agrees that: (i) that in the purpose event of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillany breach of this Section 8, 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 interests of the Company in and 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 Company Affiliates will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantirreparably injured, the full extent of the damages to the Company shall have and the right (in addition toCompany Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and the Company Affiliates, and not in lieu ofthe Company will be entitled 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 damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid posting bond or unenforceable in any respect, such determination shall not affect the remainder thereofsecurity, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portionsExecutive expressly waives. 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 The Company and the Company Affiliates each acknowledge that in the event of any breach of this Agreement, the interests of the Executive will be irreparably injured, the full extent of damages to the Executive will be impossible to ascertain, monetary damages will not be an adequate remedy for the Executive, and the Executive 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 Company expressly waives. The Company and the Executive each understand that the other 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 right of either party to enforce any other requirements or provisions of this Agreement. The Company and the Executive 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, each of their obligations specified in this Agreement are separate and independent covenants and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If unenforceability of any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination them shall not preclude the enforcement of any other covenants in this Agreement. The Executive further agrees that any breach of this Agreement by the Company prior to the Date of Termination shall not release the Executive from compliance with his obligations under this Section 8, as long as the Company fully complies with Sections 7 and 10. The Company further agrees that any breach during the Employment Period of this Agreement by the Executive that does not result in the Executive being terminated for Cause shall not release the Company from compliance with its obligations under this Agreement. Notwithstanding the foregoing two sentences, neither the Company nor the Executive shall be precluded from pursuing judicial remedies as a bar to or in any way diminish the Company’s right to enforce result of any such covenant in any other jurisdictionbreaches.

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 If reasonably requested by Nestlé, the Company will institute litigation or take other steps to remedy an Infringement, and agrees that: (i) any such litigation or steps will be at the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is Company’s reasonable expense. In order to protect the goodwillestablish standing, trade secrets and other confidential information Nestlé, upon request of the Company; (ii) because of , agrees to timely commence or to join in any such litigation, at the nature of the business Company’s reasonable expense, and in which any event to cooperate with the Company is engaged in such litigation or steps at the Company’s reasonable expense. Nestlé will have the right to consult with the Company about such litigation and because to participate in and be represented by independent counsel in such litigation at Nestlé’s own expense, other than in respect of any reasonable fees incurred in respect of matters undertaken at the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages request of the Company in where such fees will be at the event Executive breached Company’s expense. If the Company fails to institute such litigation or otherwise take steps to remedy an Infringement of any Company Patent Right within [**] days of its receipt of notice thereof or if Nestlé elects to conduct such litigation itself, then Nestlé will (at its expense) have the right, but not the obligation, upon [**] days’ prior notice to the Company to institute any such covenants; and litigation. Nestlé will have full control of such litigation or steps but will not, without the prior written consent of the Company, enter into any compromise or settlement relating to such litigation that (iiia) remedies admits the invalidity or unenforceability of any Company Patent Right or (b) requires the Company to abandon any Company Patent Right. The Company will, at law its own expense, cooperate with Nestlé in any such litigation. Any financial award granted in favor of Nestlé or the Company pursuant to an enforcement action under this Section 7.4.2 will be applied in priority to indemnify Nestlé (such as monetary damageslicensee) for any breach its losses and costs as a result of Executive’s obligations under such decision and the Restrictive Covenants would excess will 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 shared between Nestlé and the Company agree that in proportion to the maximum periodamount spent by each Party in respect of such actions (including, scope or geographical area that is found to be without limitation, advisers fees and 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 jurisdictionmanagement time).

Enforcement. Executive acknowledges and agrees that: If Indemnitee has not received a determination of entitlement to indemnification or an advance, as the case may be, within the applicable time periods for such actions specified in this Agreement, or if it has been determined that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall be entitled to commence an action in any court of competent jurisdiction (including the court in which the Proceeding as to which Indemnitee seeks indemnification is or was pending) (i) in the purpose former case, seeking enforcement of Indemnitee’s rights under this Agreement or otherwise, or seeking an initial determination by the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillcourt, trade secrets and other confidential information of the Company; or (ii) because in the latter case, challenging any such determination or any aspect thereof, including the legal or factual bases therefor. The Company hereby consents to service of the nature of the business process and to appear generally in which any such proceeding. It shall be a defense to any such action that applicable law does not permit the Company is engaged and because of to indemnify Indemnitee for 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 amount claimed. In 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 Covenantaction, the Company shall have the right (burden of proving that indemnification or advances are not proper 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 circumstances of the Restrictive Covenants specific case. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is hereafter determined to be invalid or unenforceable in any respectproper under the circumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Company that Indemnitee has not met such determination shall not affect the remainder thereofstandard of conduct, which shall be given the maximum effect possible and shall be fully enforced, without regard a defense to the invalid portionsaction or create a presumption that Indemnitee has not met that standard of conduct. In particularThe Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in connection with the successful establishment or enforcement, 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 whole or in any way diminish the Company’s part, by Indemnitee of his right to enforce any such covenant in any other jurisdictionindemnification or advances.

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. 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. Executive acknowledges and agrees that: (i) If, at the purpose time of enforcement of Section 7 or Section 8 of this Agreement, a court holds that 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 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 hereto 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, 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. Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that the Company and its Subsidiaries would suffer irreparable harm from a breach of Section 8 by Executive and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). If Executive breaches Section 7, the Executive shall forfeit any further payments under Section 4(b)(i) and the Severance Period shall be deemed to end immediately on the date of such breach, but the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Company shall not be entitled to specific performance and/or injunctive relief. Executive acknowledges and agrees that the covenants and agreements set forth in this Agreement were a bar material inducement to or the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit of the bargain set forth in any way diminish this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Agreement. Executive further acknowledges and agrees (i) that due to the proprietary nature of the Company’s right and its Subsidiaries’ business, the restrictions set forth in this Agreement are reasonable as to enforce any such covenant in any other jurisdictiontime and scope and are necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company and its Subsidiaries and (ii) that Executive has reviewed the provisions of this Agreement with Executive’s legal counsel.

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. Xxxxxxx further agrees and acknowledges that the restrictions contained in Section 15 do not and would not unreasonably impose limitations on Xxxxxxx’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. Xxxxxxx’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 Xxxxxxx’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. Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx’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 Xxxxxxx 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 Each party shall promptly inform the other party of any suspected infringement of any of DOV Patents by a third party and agrees that: (i) provide the purpose other party with any available evidence 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 inadequatesuspected infringement. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company DOV shall have the right (sole right, but not the obligation, to institute any claim, suit or proceeding against an infringer or a presumed infringer of the DOV Patents in addition tothe Field, and the first right, but not in lieu ofthe obligation, to institute any other right claim, suit or remedy that may be available to it) to temporary and permanent injunctive relief from proceeding against an infringer or a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion presumed infringer of the Restrictive Covenants is hereafter determined to be invalid DOV Patents in the Retained Rights Field. DOV, at its sole expense, shall control the prosecution of any such suit or unenforceable in any respectclaim, such determination shall not affect including without limitation the remainder thereof, which shall be given the maximum effect possible choice of counsel and shall be fully enforcedsettle or dispose of any such suit or claim, without regard provided, however, that DOV shall have no right 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 diminish any of the Restrictive Covenants are determined rights granted to be wholly Wyeth hereunder in settling or partially unenforceable disposing of any such claim. Wyeth shall provide DOV with all reasonable assistance (other than financial), at DOV’s expense, required to institute and maintain such proceedings. In the event that DOV fails to initiate action to obtain a discontinuance of the alleged infringement of the DOV Patents as a result of the manufacture, use, import or sale of a Product or Marketed Product in the Retained Rights Field within one hundred eighty (180) days after notice is given by one party to the other of such alleged infringement, Wyeth, at its own expense, shall have the right, but not the obligation, to institute negotiations or legal proceedings with respect to such infringement. In such event, Wyeth shall control the prosecution of any jurisdictionsuch suit or claim, including without limitation the choice of counsel and shall settle or dispose of any such determination suit or claim (subject to DOV’s involvement), provided, however, that Wyeth shall not be a bar to or in any way diminish the Company’s have no right to enforce diminish any of the rights retained by DOV hereunder in settling or disposing of any such covenant suit or claim. DOV shall provide Wyeth with all reasonable assistance (other than financial), at Wyeth’s expense, required to institute and maintain such proceedings. In the event either party enforces the DOV Patents against the manufacture, use, import or sale of a Product or Marketed Product in the Retained Rights Field, and obtains any other jurisdictionRecovery from the alleged third party infringer, the enforcing party shall be entitled to retain from such Recovery the costs and expenses incurred by it in taking action against such third party and the remainder of any Recovery shall be retained by Wyeth if Wyeth is the enforcing party or paid to Wyeth if DOV is the enforcing party.

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. 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. 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. 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 license granted herein (the parties agree that such alleged infringement and any indemnification relating thereto shall be covered by Section 7.4). Should LICENSEE fail to commence actions or proceedings against infringers of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages PATENTS or unauthorized users of the Company in the event Executive breached any such covenants; and TECHNOLOGY within ninety (iii90) remedies days of receiving written notice thereof from UKRF, UKRF, 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 CovenantUKRF's expense, the Company shall have the right (in addition to, to initiate and not in lieu of, any other right or remedy that may be available to it) to temporary pursue such action 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 jurisdictionreceive all resulting benefits.

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. Executive acknowledges and Each party agrees that: (i) to reasonably promptly notify the purpose other party in writing of any infringement, dilution or violation 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 Trademarks in the event Executive breached Sales Territory by any third party of which such covenants; party becomes aware (collectively, “Violation”). Licensor will, at its sole cost and (iii) remedies at law (expense, promptly take all action the parties mutually deem necessary to xxxxx 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 damageViolation. If any portion such Violation is not completely abated to the parties’ mutual satisfaction within ninety (90) days after Licensor first becomes aware of such Violation, Licensor will, if mutually agreed upon by the parties in their reasonable business judgment, promptly commence, and diligently prosecute, litigation or other appropriate legal proceeding against such third party engaged in such Violation (or reasonably suspected to be engaged in such Violation). As between the parties, Licensor will control the prosecution of any such litigation or proceeding unless otherwise mutually agreed upon by the parties in writing, provided that Licensor will regularly confer with Licensee regarding, and keep Licensee apprised of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectcurrent status of, such determination prosecution and will in good faith consider the comments, suggestions and other input of Licensee and/or its counsel with respect to such prosecution. If Licensor controls such prosecution, the parties agree that Licensee may, at its own expense, retain its own legal counsel to monitor such prosecution. Licensee agrees to reasonably cooperate with Licensor, at Licensor’s expense, in connection with any such litigation or proceeding (including, without limitation, by providing documents and information as may be necessary or helpful in connection therewith). In the event Licensor is awarded any damages or receives any settlement amounts in connection with any such litigation or proceeding, such damages or settlement amounts, as the case may be, shall not affect first be distributed to the remainder thereofparties to reimburse each party for the out-of-pocket costs and expenses incurred by such party in connection with such litigation or proceeding (in the case of Licensee, which including, without limitation, the expenses incurred by Licensee to retain its own legal counsel to monitor the prosecution of such litigation or proceeding), and any such damages or settlement amounts, as the case may be, remaining thereafter shall be given distributed equally between 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 jurisdictionparties.

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 to, and not in lieu of, to any other right or remedy that rights it may be available have, to it) to obtain injunctive relief, including a temporary restraining order and a preliminary and permanent injunctive relief from a court injunction, to restrain any breach or threatened breach of competent jurisdictionthis Agreement, without posting any bond or other security and without the necessity of proof proving actual damages, and the right to an equitable accounting of actual damageall earnings, profits and other benefits arising from any such breach, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. If Employee agrees that in the event of any portion of the Restrictive Covenants is hereafter determined to such breach, an action may be invalid commenced for any such temporary restraining order, preliminary or unenforceable permanent injunction and other equitable relief in any respectcourt of competent jurisdiction sitting in England or Wales. Employee hereby waives, 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/her 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. Executive acknowledges The Company has entered into this Agreement and agrees that: (i) assumed the purpose of obligations imposed on the covenants set forth Company hereby in Sections 5 through 7 above (order to induce the “Restrictive Covenants”) is Indemnitee to protect act as a director or officer, as the goodwillcase may be, trade secrets and other confidential information of the Company; (ii) because of , and acknowledge that the nature of Indemnitee is relying upon this Agreement in continuing in such capacity. It is 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 intent of the Company in that the event Executive breached any such covenants; Indemnitee not be required to incur legal fees 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 expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and without expense thereof would substantially detract from the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined benefits intended 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 extended to the invalid portionsIndemnitee hereunder. In particularAccordingly, without limiting the generality or effect of any other provision hereof, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent the Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Indemnitee agree that a confidential relationship shall exist between the Indemnitee and such counsel. Without respect to whether the Indemnitee prevails, in whole or in part, in connection with any 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 will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by 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 Indemnitee in connection with any of the Restrictive Covenants are determined foregoing. The Indemnitee shall be entitled to be wholly the advancement of Indemnified Amounts to the full extent contemplated by Section 3 hereof in connection with such action 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 jurisdictionproceeding.

Enforcement. 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 in provisions of Sections 5 through 7 above 10(a), (the “Restrictive Covenants”b), (c), (d) is to protect the goodwill, trade secrets and other confidential information of the Company; (iie) 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 herein would be impractical and excessively difficult to determine inadequate and, in recognition of this fact, the actual damages of the Company Executive agrees that, in the event Executive breached of such a breach or threatened breach, in addition to any such covenants; and (iii) remedies at law (such as monetary damages) for law, the Company, without posting any breach bond, shall be entitled to obtain equitable relief in the form of Executive’s obligations under the Restrictive Covenants would specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be inadequateavailable. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantIn addition, the Company shall have be entitled to immediately cease paying any amounts remaining due or providing any benefits to the right Executive pursuant to Section 8 upon a good faith determination by the Board that the Executive has violated any provision of Section 9. The Executive understands that the provisions of Sections 10(a) and 10(b) may limit his ability to earn a livelihood in a business similar to the Business but he nevertheless agrees and hereby acknowledges that (in addition toi) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 10(a) and 10(b). In consideration of the foregoing and in light of Executive's education, skills and abilities, Executive agrees that he shall not in lieu ofassert that, and it should not be considered that, any other right provisions of Sections 10(a) and 10(b) otherwise are void, voidable or remedy unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that may be available to italthough Executive and the Company consider the restrictions contained in Sections 10(a) and 10(b) to temporary and permanent injunctive relief from be reasonable, if a judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, without posting any bond 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 other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined indicate to be invalid or unenforceable enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in any respectthis 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 jurisdiction.restrictions contained herein

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. 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 in provisions of Sections 5 through 7 above 10(a), (b), (c), (d) or (e) herein (collectively, 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 inadequate and, in recognition of the Company this fact, Executive agrees that, in the event Executive breached of such a breach or threatened breach, in addition to 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 Covenantlaw, the Company shall have be entitled to obtain equitable relief in the right form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, the Company shall be entitled to immediately cease paying any amounts remaining due pursuant to Section 9 (other than the Accrued Amounts) in addition tothe event that Executive has violated any provision of Section 10(a) or has materially breached any of his obligations under Sections 10(b), (c), (d) or (e) of this Agreement. Executive understands that the provisions of Sections 10(a) and 10(b) may limit his ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 10(a) and 10(b). In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he shall not in lieu ofassert that, and it should not be considered that, any other right provisions of Sections 10(a) and 10(b) otherwise are void, voidable or remedy unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that may be available to italthough Executive and the Company consider the restrictions contained in Sections 10(a) and 10(b) to temporary and permanent injunctive relief from be reasonable, if a judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, without posting any bond 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 other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined indicate to be invalid or unenforceable enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in any respectthis 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 other restrictions contained herein. In any such action, suit or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right proceeding to enforce any such covenant in any other jurisdictionthe Covenants, the prevailing Party shall be entitled to an award of its or his reasonable attorneys’ fees and costs incurred.

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. 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 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 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 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 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 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 wxxx 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: Any right to indemnification, advancement of Expenses or the exercise of other rights granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the purpose claim for indemnification or advancement of the covenants set forth Expenses is denied, in Sections 5 through 7 above (the “Restrictive Covenants”) whole or in part, or Indemnitee’s exercise of his or her rights is to protect the goodwilldisputed, trade secrets and other confidential information of the Company; in whole or in part, or (ii) no decision on such claim is made within the applicable time period set forth herein. Indemnitee, in such enforcement action, shall also be entitled to be paid all Expenses associated with enforcing his or her claim or exercise of rights, unless as a part of such enforcement action, the court of competent jurisdiction determines that the action was instituted in bad faith or was frivolous or it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the GCL with respect to the underlying claim or claims. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for Expenses made under Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification 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 limitations set forth in Section 7 are found 10 hereof. Neither the failure of the Company (including the Board or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper under the circumstances, nor an actual determination by the Company (including the Board, its stockholders, or otherwise under Section 9(d)) that such indemnification is improper shall be a court defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. In addition, in the event of an arbitrator action instituted by or in the name of the Company or a Subsidiary or Affiliate of the Company to enforce or interpret the terms of this Agreement, Indemnitee shall be entitled to be unreasonablepaid all Expenses incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action and including any appeal), Executive and unless as a part of such action, the court of competent jurisdiction determines that Indemnitee’s defenses to such action were made in bad faith or were frivolous or it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company agree that under the maximum periodprovisions of this Agreement, 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 Bylaws or the GCL with respect to enforce any the underlying claims or claims. The Board, may in its sole discretion, provide by resolution for payment of such covenant in any other jurisdictionExpenses to Indemnitee even if the Board is not certain that Indemnitee is or will be entitled to the payment of his or her Expenses under the provisions of this Section 7.

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 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 wxxx 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 agrees that all restrictions and agrees that: (i) ----------- agreements contained in this Section 7, including, without limitation, those relating to duration and restricted territory, are necessary and fundamental to the purpose protection 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 business of the Company; (ii) because of , and are reasonable and valid, and all defenses to the nature of strict enforcement thereof by Executive are hereby waived. Executive agrees that 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 remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would this Agreement will be inadequate, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, Executive therefore agrees and consents that if Executive commits any upon breach of a Restrictive Covenantthis Section 7, the Company shall have be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened further breach. Nothing in this Agreement shall be deemed to limit the right (Company's remedies at law or in addition to, and not in lieu of, equity for any other right or remedy breach by Executive of any of the provisions of this Agreement that may be pursued or availed of by the Company. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it) to temporary and permanent injunctive relief it for such breach or threatened breach, including the recovery of damages from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageExecutive. 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 Although the restrictions contained herein in Sections 7.1 and 7.2 are considered by the parties to cover be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be adjudged to be void or unenforceable for whatever reason, but would be valid if part of the wording thereof were deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Sections 7.1 and 7.2 shall be enforced to the maximum period, scope and area extent permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions. If any Notwithstanding that the Executive's employment hereunder may be terminated as provided in Section 8, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of the Restrictive Covenants are determined to be wholly or partially unenforceable Executive contained 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 Section 7.

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. 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) the purpose of You hereby agree that the covenants set forth in Sections 5 through 7 above 9(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the “Restrictive Covenants”final judgment of a court of competent jurisdiction declares that any term or provision of Sections 9(a), (b), (c) or (d) is invalid or unenforceable, you and the Company hereby agree that the court making the determination of invalidity or unenforceability shall have the power to protect reform the goodwillunenforceable term or provision, trade secrets including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and other confidential information enforceable (provided that in no event shall the length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be enforceable as so modified after the expiration of the Company; (ii) because of the nature of the business in time within which the Company judgment on enforceability may be appealed. Your agreement to the restrictions provided for in this Agreement and the Company’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if the enforceability of any material restriction applicable to you as provided for in this Section 9 is engaged challenged and because found unenforceable by a court of the nature of the Confidential Information to which Executive has accesslaw, 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, then the Company shall have the right (to terminate this Agreement and recover from you all shares of Common Stock paid to you pursuant to this Agreement and any amounts received by you on the date of exercise, sale, transfer, or other disposition if you have sold, transferred, or otherwise disposed of any shares of Common Stock received in addition torespect of the Option. This provision shall be construed as a return of consideration or ill-gotten gains due to the failure of your promises and consideration under the Agreement, and not as a liquidated damages clause. In addition, in lieu ofthe event of the Company’s termination of this Agreement, you shall immediately forfeit all un-exercised Options. You further hereby agree that, in the event of a breach by you of any of the provisions of Sections 9(a), (b), (c) or (d), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach or threatened breach, the Company or a System Company may, in addition to and without prejudice to other right or remedy that may be available rights and remedies existing in its favor, apply to it) to temporary and permanent injunctive relief from a any court of law or equity of competent jurisdictionjurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting any a bond or other security proving actual damages and without the necessity of proof of actual damagehaving to demonstrate that money damages would be inadequate. 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 be deemed the remainder thereofexclusive remedies for a breach, which but shall be given the maximum effect possible in addition to all remedies available at law or in equity, including, but not limited to, attorneys’ fees and shall be fully enforced, without regard to the invalid portionscosts. 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 You hereby agree and the Company agree acknowledge 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 in Sections 9(a), (b), (c) and (d) do not preclude you from earning a livelihood, nor do they unreasonably impose limitations on your ability to cover earn a living. You acknowledge that you have carefully read this Agreement and you have given careful consideration to the maximum periodrestraints imposed upon you by this Agreement, scope and area permitted by law. If you are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of any of the Restrictive Covenants are determined System Company now existing or to be wholly or partially unenforceable developed 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 jurisdictionfuture.

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; 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; 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 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. 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. Executive acknowledges and Employee agrees that: (i) that the purpose of Company has a legitimate business interest to protect justifying the covenants set forth in Sections 5 through 7 above 8, 9 and 10. Such legitimate business interests include: (the “Restrictive Covenants”i) is to protect the goodwilltrade secrets, trade secrets and other confidential information of the Company; (ii) because valuable Confidential Information that does not otherwise qualify as a trade secret, (iii) substantial relationships with prospective or existing Customers, (iv) Customer goodwill, and (v) preservation of the nature of the business in brands with 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 operated. For purposes of the Company obtaining specific performance and/or injunctive relief, Employee acknowledges that irreparable injuries shall be presumed in the event Executive breached any such covenants; that Employee violates Employee’s covenants herein contained. Because Employee’s services are unique and (iii) remedies at law (such as monetary damages) because Employee has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of Executive’s obligations under this Agreement. Therefore, in the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any event of a breach or threatened breach of a Restrictive CovenantSections 8, 9 or 10 of this Agreement, the Company shall have the right (and 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 in Sections 8, 9 or 10 hereof. In addition to the foregoing, if any other right or remedy action should have to be brought by the Company against Employee to enforce the provisions of this Agreement, Employee recognizes, acknowledges and agrees that the Company may be available to itentitled (without limitation) to temporary (a) preliminary and permanent injunctive relief restraining Employee from a court unauthorized disclosure or use of competent jurisdictionany trade secret or Confidential Information, without posting in whole or in part, or otherwise violating 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 restrictive covenants set forth herein, and (b) actual damages. Nothing in Section 7 are found by a court or an arbitrator to this Agreement shall be unreasonable, Executive and construed as prohibiting the Company from pursuing any other legal or equity remedies available for breach or threatened breach to the provisions of this Agreement or the Severance Agreement which may otherwise be available. In the event of an alleged breach or violation by Employee of Sections 8, 9 or 10 of this Agreement, the parties agree that the maximum periodcourt, scope or geographical area that is found to be reasonable shall be substituted for in its discretion, may toll the stated period, scope or area, and that Restricted Period during the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any period 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 jurisdictionbreach.

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. Executive acknowledges The parties acknowledge that the type and agrees that: (i) periods of restriction imposed in the purpose provisions of 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. 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 acknowledges and agrees that: (i) The Employee understands that the purpose of the covenants restrictions set forth in Sections 5 through 7 above (the “Restrictive Covenants”6(b) is and 7(a) are intended to protect the Company’s interest in its Proprietary Information and established employee, customer, supplier vendor and business partner relationships and goodwill, trade secrets and agree that such restrictions are reasonable and appropriate for this purpose. If at any time any of the provisions of Sections 6(b) or 7(a) shall be deemed invalid or unenforceable or are prohibited by the laws of the state or place where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of activities restricted, or for any other confidential information reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement; and the Company and the Employee agree that the provisions of Sections 6(b) and 7(a), as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included xxxxxx.Xx the event the Company should bring any legal action or other proceeding against Employee for enforcement of this Agreement and such legal action or other proceeding are finally decided in favor of the Company; (ii) because , after all appeals, the calculation of the nature Noncompete Period, if any, shall not include the period of time commencing with the filing of legal action or other proceeding to enforce this Agreement through the date of final judgment or final resolution including all appeals, if any, of such legal action or other proceeding decided in favor 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 Company. Employee hereby agrees that in the event Executive breached of the violation by him 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 provisions of a Restrictive Covenantthis Agreement, the Company shall have will be entitled to institute and prosecute proceedings at law or in equity to obtain damages with respect to such violation or to enforce the right (in addition to, and not in lieu of, any other right specific performance of this Agreement by Employee or remedy that may be available to it) to temporary and permanent injunctive relief enjoin Employee 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 engaging in any respect, such determination shall not affect activity in violation hereof. The prevailing party in any litigation brought to enforce the remainder thereof, which restrictive provisions contained in this Agreement shall be given entitled to reimbursement from the maximum effect possible nonprevailing party for reasonable attorneys’fees 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 expenses incurred 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, connection 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 jurisdictionlitigation.

Enforcement. Executive acknowledges Materia and agrees that: (i) Renegade each agree to notify the purpose other of any material infringement of the covenants Materia Patent Rights in the Field that infringe the rights granted to Renegade in Section 2.1 (“Renegade Product Rights”) of which it becomes aware (provided that neither party shall have any affirmative duty to undertake any investigation to learn of any infringement), and shall confer to discuss in good faith an appropriate course of action to enforce the Renegade Product Rights. Materia shall have the sole right (but not the obligation) to enforce the Renegade Product Rights, or to defend any declaratory judgment action with respect thereto, at its expense, and any recovery by Materia received as a result of any such claim, suit or proceeding shall be retained by Materia; provided, however, that if Materia does bring such action, Renegade at its option may elect to join in any such action at Renegade’s expense, and the parties shall agree on a reasonable allocation of any damages recovered pursuant to such action to reflect any lost sales or other injury to Renegade arising from the infringement of the Renegade Product Rights. Materia agrees that if it grants any license to an alleged infringer of the Renegade Product Rights (a “Settlement License”) on financial terms that, in their totality, are more favorable than those set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillArticle III of this Agreement, trade secrets and other confidential information then Materia shall promptly notify Renegade 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 financial terms. Upon written notice from Renegade, 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 this Agreement shall be given deemed amended by substituting 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 same financial terms set forth in Section 7 are found by a court or an arbitrator to be unreasonablethe Settlement License for those set forth in Article III of this Agreement. For purposes of clarity, 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 areaany cross-license in which Materia obtains, and that the court or arbitrator shall revise the restrictions contained herein sublicenses to cover the maximum periodRenegade, scope a royalty-free license under all of an alleged infringer’s patents to make, use, sell, offer for sale and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination import Products shall not be a bar Settlement License. Nothing contained in this Agreement shall be construed as an obligation upon Materia to institute any suit or in action or to defend any way diminish suit or action regarding infringement or validity of the Company’s right to enforce any such covenant in Materia Patent Rights or any other jurisdictionintellectual property right.

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 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. 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 wxxx 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) Each Party shall promptly provide, but in no event later than thirty (30) days, the purpose other with written notice reasonably detailing any known or alleged infringement of any of the covenants set forth in Sections 5 through 7 above (Lilly Licensed Technology. Prior to the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information expiration of the Company; (ii) because Option Period, Lilly shall have the exclusive right but not the obligation to institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or otherwise xxxxx such activities. After the expiration 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 CovenantOption Period, the Company shall have the exclusive right but not the obligation to institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or otherwise xxxxx such activities. If the Party that, pursuant to the foregoing provisions of this Section 6.2(a), has the exclusive right to institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or otherwise xxxxx such activities does not xxxxx such violation of intellectual property rights, including by commencement of a lawsuit against the accused Third Person if necessary, within ninety (90) days after receiving notice or otherwise becoming aware of such infringement, then the other Party shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation in addition tothe Territory, including commencement of a lawsuit against the accused Third Party if necessary. Notwithstanding the foregoing, the Parties shall consult in advance regarding any action pursuant to this Section 6.2(a) and, after the expiration of the Option Period if Lilly has not exercised the Option, Lilly shall not undertake any * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. enforcement action pursuant to this Section 6.2(a) without the prior approval of the Company, not to be unreasonably withheld. The primary objective of any patent enforcement action shall be to preserve exclusivity for the Product and uses thereof in the Major Markets. Other objectives shall be subservient to this primary objective. All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, 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 remainder 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 recovery shall be given shared by the maximum effect possible Parties as follows: (i) in the case of an enforcement action under this Section 6.2(a) controlled by Xxxxx, Xxxxx shall retain [ ]* of such remainder and [ ]* of such remainder shall be paid to the Company; and (ii) in the case of an enforcement action under this Section 6.2(a) controlled by Company, Company shall retain such remainder, provided that any remainder retained by Company shall be treated as Net Sales and shall be fully enforced, without regard subject to Company’s royalty payment obligations at the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth applicable rate specified 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 jurisdiction3.1.

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. Grantee further agrees and acknowledges that the restrictions contained in Section 15 do not and would not unreasonably impose limitations on Grantee’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. Grantee’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 Grantee’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. Grantee 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 Grantee 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 Grantee’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 Grantee 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 and agrees that: (i) If, at the purpose time of enforcement of Section 7 or Section 8 of this Agreement, a court holds that 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 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 hereto 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, 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. Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that the Company and its Subsidiaries would suffer irreparable harm from a breach of Section 8 by Executive and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). If Executive breaches Section 7, the Executive shall forfeit any further payments under Section 4(b)(i) and the Severance Period shall be deemed to end immediately on the date of such breach, but the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Company shall not be entitled to specific performance and/or injunctive relief. Executive acknowledges and agrees that the covenants and agreements set forth in this Agreement were a bar material inducement to or the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit of the bargain set forth in any way diminish this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Agreement. Executive further acknowledges and agrees (i) that due to the proprietary nature of the ​ Company’s right and its Subsidiaries’ business, the restrictions set forth in this Agreement are reasonable as to enforce any such covenant in any other jurisdictiontime and scope and are necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company and its Subsidiaries and (ii) that Executive has reviewed the provisions of this Agreement with Executive’s legal counsel.

Enforcement. The Executive acknowledges and agrees that: (i) that in the purpose event of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillany breach of this Section 8, 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 interests of the Company in and 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 Company Affiliates will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantirreparably injured, the full extent of the damages to the Company shall have and the right (in addition toCompany Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and the Company Affiliates, and not in lieu ofthe Company will be entitled 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 damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid posting bond or unenforceable in any respect, such determination shall not affect the remainder thereofsecurity, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portionsExecutive expressly waives. 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 The Company and the Company Affiliates each acknowledge that in the event of any breach of this Agreement, the interests of the Executive will be irreparably injured, the full extent of damages to the Executive will be impossible to ascertain, monetary damages will not be an adequate remedy for the Executive, and the Executive 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 Company expressly waives. If the Executive violates this Section 8, and not withstanding any language to the contrary in any LTI award agreement, it is agreed that (a) any compensation or benefits due to be received by the Executive pursuant to this Agreement or any other agreement, plan or instrument of or with the Company after such violation will immediately cease; (b) the Executive shall forfeit all outstanding, unvested equity awards; (c) the Executive shall repay the Company the after-tax amount of any severance payment or benefit received by her; (d) despite the cessation, forfeiture or repayment of such payment or benefits, the release provided by the Executive in connection with such benefits will remain in full force and effect; and (e) the Company’s or any Company Affiliate’s remedy of cessation or recoupment of severance payments or benefits to the Executive does not preclude any additional remedies available to the Company or Company Affiliates, including but not limited to injunctive relief. The Company and the Executive each understand that the other 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 right of either party to enforce any other requirements or provisions of this Agreement. The Company and the Executive 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, each of their obligations specified in this Agreement are separate and independent covenants and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If unenforceability of any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination them shall not preclude the enforcement of any other covenants in this Agreement. The Executive further agrees that any breach of this Agreement by the Company prior to the Date of Termination shall not release the Executive from compliance with her obligations under this Section 8, as long as the Company fully complies with Sections 7 and 10. The Company further agrees that any breach during the Employment Period of this Agreement by the Executive that does not result in the Executive being terminated for Cause shall not release the Company from compliance with its obligations under this Agreement. Notwithstanding the foregoing two sentences, neither the Company nor the Executive shall be precluded from pursuing judicial remedies as a bar to or in any way diminish the Company’s right to enforce result of any such covenant in any other jurisdictionbreaches.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of You hereby agree that the covenants set forth in Sections 5 through 7 above 12(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the “Restrictive Covenants”final judgment of a court of competent jurisdiction declares that any term or provision of Sections 12(a), (b), (c) or (d) is invalid or unenforceable, you and the Company hereby agree that the court making the determination of invalidity or unenforceability shall have the power to protect reform the goodwillunenforceable term or provision, trade secrets including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and other confidential information enforceable (provided that in no event shall the length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be enforceable as so modified after the expiration of the Company; (ii) because of the nature of the business in time within which the Company judgment on enforceability may be appealed. Your agreement to the restrictions provided for in this Agreement and the Company’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if the enforceability of any material restriction applicable to you as provided for in this Section 12 is engaged challenged and because found unenforceable by a court of the nature of the Confidential Information to which Executive has accesslaw, 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, then the Company shall have the right (to terminate this Agreement and recover from you all shares of Common Stock paid to you pursuant to this Agreement and, if you have sold, transferred, or otherwise disposed of any Common Stock paid to you pursuant to this Agreement in addition torespect of Restricted Shares on which the restrictions have lifted or in respect of dividends paid thereon, an amount equal to the aggregate Fair Market Value of such shares on the date on which such restrictions lifted. This provision shall be construed as a return of consideration or ill-gotten gains due to the failure of your promises and consideration under the Agreement, and not as a liquidated damages clause. In addition, in lieu ofthe event of the Company’s termination of this Agreement, you shall immediately forfeit all Restricted Shares on which restrictions have not already lifted (as well as dividends declared on the Restricted Shares). You further hereby agree that, in the event of a breach by you of any of the provisions of Sections 12(a), (b), (c) or (d), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach or threatened breach, the Company or a System Company may, in addition to and without prejudice to other right or remedy that may be available rights and remedies existing in its favor, apply to it) to temporary and permanent injunctive relief from a any court of law or equity of competent jurisdictionjurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting any a bond or other security proving actual damages and without the necessity of proof of actual damagehaving to demonstrate that money damages would be inadequate. 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 be deemed the remainder thereofexclusive remedies for a breach, which but shall be given the maximum effect possible in addition to all remedies available at law or in equity, including, but not limited to, attorneys’ fees and shall be fully enforced, without regard to the invalid portionscosts. 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 You hereby agree and the Company agree acknowledge 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 in Sections 12(a), (b), (c) and (d) do not preclude you from earning a livelihood, nor do they unreasonably impose limitations on your ability to cover earn a living. You acknowledge that you have carefully read this Agreement and have given careful consideration to the maximum periodrestraints imposed upon you by this Agreement, scope and area permitted by law. If you are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of any of the Restrictive Covenants are determined System Company now existing or to be wholly or partially unenforceable developed 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 jurisdictionfuture.

Enforcement. Executive The covenants and obligations of Employee pursuant to this Section 4 shall be specifically enforceable in addition to and not in limitation of any other legal or equitable remedies, including monetary damages, which Employer may have. Employee recognizes and acknowledges and agrees that: (i) the purpose of the covenants set forth that irreparable injury may result to Employer 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 its 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 of any breach by Employee 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 or agreement contained herein, the Company shall have the right (in addition toand, 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 by reason of the foregoing, if Employee consents and agrees that in the covenants event of any such breach, Employer shall be entitled, in addition to any other remedies that it may have, including monetary damages, to an injunction to restrain Employee from committing or continuing any violation of any covenant or agreement set forth in this Section 7 4. It is the intent of the parties hereto that this Agreement contains covenants which are found by a court or an arbitrator valid and enforceable, which are reasonable and necessary to safeguard the interests of Employer and which will be unreasonablebinding upon Employee. Therefore, Executive and in the Company agree event 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 obligations of Employee are determined to be wholly unreasonable or partially unenforceable in because of the duration of such provision, the area covered thereby or the scope thereof so as to render any jurisdictionof the foregoing covenants unenforceable, then such a covenant shall be interpreted as to require only a reasonable duration, area or scope, and any Court making any such determination shall not have the power to reduce the duration, area or scope of such provision and/or to delete or revise specific words and phrases, and, in its reduced or revised form, such provisions shall be a bar to or enforceable and shall be enforced. In the event that Employer alleges that Employee has violated any of the covenants contained herein and Employer seeks enforcement of such covenants in any way diminish the Company’s right Court having jurisdiction thereof, Employer shall be entitled to enforce any recover from Employee all reasonable attorney's fees and costs incurred by Employer in prosecuting such covenant in any other jurisdictionlitigation.

Enforcement. Executive The Employee acknowledges and agrees that: (i) that the purpose services provided by the Employee to the Company and its affiliates were of a special, unique and extraordinary nature. The Employee further acknowledges and agrees that the restrictions contained in this Section 9 are necessary to prevent the use and disclosure of Confidential Information and to protect other legitimate business interests of the Company and its affiliates. The Employee acknowledges that all of the restrictions in this Section 9 are reasonable in all respects, including duration, territory and scope of activity. The Employee acknowledges and agrees that the Company and its affiliates compete with businesses on a world-wide basis and that the geographic restrictions contained herein are therefore reasonable and necessary to protect the Company’s legitimate business interests. The Employee further agrees that the restrictions contained in this Section 9 shall be construed as separate agreements independent of any other provision of this Agreement or any other agreement between the Employee and the Company. The Employee agrees that the existence of any claim or cause of action by the Employee against the Company or its affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants set forth and restrictions in Sections 5 through 7 above (this Section 9. The Employee agrees that the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information restrictive covenants contained in this Section 9 are a material part of the Company; (ii) because of the nature of the business in Employee’s obligations under this Agreement for which the Company is engaged and because of has agreed to provide Separation Benefits as provided in this Agreement. The Employee agrees that the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of injury the Company will suffer in the event Executive breached of the breach by the Employee of any such covenants; clause of this Section 9 will cause the Company and (iii) remedies at law (such as its affiliates irreparable injury that cannot be adequately 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 Employee 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 from a any court of competent jurisdiction, including, without posting any bond or other security limitation, injunctive relief to prevent the Employee’s failure to comply with the terms and without conditions of this Section 9. The time year periods referenced in this Section 9 shall be extended on a day-for-day basis for each day during which the necessity Employee violates the provisions of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable this Section 9 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 so that the maximum Employee is restricted from engaging in the activities prohibited by this Section 9 for the full time 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 lawas applicable. 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 jurisdiction10.

Enforcement. Executive acknowledges and Employee agrees that: (i) that the purpose of Company has a legitimate business interest to protect justifying the covenants set forth in Sections 5 through 7 above 8, 9 and 10. Such legitimate business interests include: (the “Restrictive Covenants”i) is to protect the goodwilltrade secrets, trade secrets and other confidential information of the Company; (ii) because valuable Confidential Information that does not otherwise qualify as a trade secret, (iii) substantial relationships with prospective or existing Customers, (iv) Customer goodwill, and (v) preservation of the nature of the business in brands with 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 operated. For purposes of the Company obtaining specific performance and/or injunctive relief, Employee acknowledges that irreparable injuries shall be presumed in the event Executive breached any such covenants; that Employee violates his covenants herein contained. Because Employee’s services are unique and (iii) remedies at law (such as monetary damages) because Employee has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of Executive’s obligations under this Agreement. Therefore, in the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any event of a breach or threatened breach of a Restrictive CovenantSections 8, 9 or 10 of this Agreement, the Company shall have the right (and 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 in Sections 8, 9 or 10 hereof. In addition to the foregoing, if any other right or remedy action should have to be brought by the Company against Employee to enforce the provisions of this Agreement, Employee recognizes, acknowledges and agrees that the Company may be available to itentitled (without limitation) to temporary (a) preliminary and permanent injunctive relief restraining Employee from a court unauthorized disclosure or use of competent jurisdictionany trade secret or Confidential Information, without posting in whole or in part, or otherwise violating 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 restrictive covenants set forth herein, and (b) actual damages. Nothing in Section 7 are found by a court or an arbitrator to this Agreement shall be unreasonable, Executive and construed as prohibiting the Company from pursuing any other legal or equity remedies available for breach or threatened breach to the provisions of this Agreement, which may otherwise be available. In the event of an alleged breach or violation by Employee of Sections 8, 9 or 10 of this Agreement, the parties agree that the maximum periodcourt, scope or geographical area that is found to be reasonable shall be substituted for in its discretion, may toll the stated period, scope or area, and that Restricted Period during the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any period 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 jurisdictionbreach.

Enforcement. Executive acknowledges and agrees that: (i) All staff of KLC whose authority shall prevail in the purpose immediate situation will enforce the above Code of Conduct. If a violation occurs, the following actions may be taken for violations 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 Code of Conduct: Violations of the Company; (ii) because code that do not constitute an immediate and apparent threat to the safety of others or their property will result in all or some of the nature following actions, including, but not limited to. • Verbal warning • A suspension of certain and/or all privileges for a specified period of time • A permanent suspension Violations of the business in which code that are deemed to constitute an immediate or implied threat to the Company is engaged and because safety of others, or their property and/or the safety of the nature facility or facility property may result in the following actions, including, but not limited to: • A one to six-month suspension • A six to twelve-month suspension • A permanent suspension KLC management ultimately determine the outcome for failure to comply with the Code of Conduct. No refunds will be given for loss of privileges due to a final determination that a violation of the Confidential Information Code of Conduct occurred. By signing this, you agree to which Executive has access, it would be impractical the above and excessively difficult to determine will abide by them at all times. Release from liability/indemnity: I hereby declare that the actual damages above particulars are true and correct. I acknowledge and agree that during all times as I am on the premises of the Company Leisure Centre or it’s surrounds that both my property and my person shall be at my own risk in every aspect and herby disclaim and release the Kununurra Leisure Centre and every occupier, and from all liability of any kind which may arise in respect to accidents or damage to the property or injury to any person on the Centre’s premises or surrounds. If in any case I require an ambulance, I authorise for the staff at the Leisure Centre to call one and I will pay for any costs that are incurred. I warrant that I am in a good state of health, fitness and physical condition and that there is no medical reason what so ever that could be regarded as a restriction or impediment to my application for membership. In the event Executive breached that any such covenants; infant or minor person under my control shall accompany me to the Kununurra Leisure Centre or it’s surrounds and (iii) remedies at law (such as monetary damages) for that person suffers any breach personal injury or loss of Executive’s obligations under property, that I shall indemnify the Restrictive Covenants would be inadequate. Executive therefore agrees Kununurra Leisure Centre against all and consents that if Executive commits any breach of a Restrictive Covenantclaims, the Company shall have the right (in addition to, demands and not in lieu of, any other right actions made by 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 on behalf of the Restrictive Covenants is hereafter determined said infant/minor person in respect to be invalid any injury 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.loss

Enforcement. Executive acknowledges Every Owner and agrees that: (i) every occupant of a Unit or Unplatted Parcel, and every guest or invitee of any such person, shall comply strictly with the purpose of the covenants covenants, conditions, and restrictions set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillDistrict Declaration and associated documents, 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 deed to the Restrictive Covenants would be inadequateUnit or Unplatted Parcel, if any. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantThe District Association, the Company Community Association, Community Declarant, District Declarant, or an Owner shall have the right (individually, collectively or in addition toany combination to enforce the covenants, conditions, restrictions and not in lieu of, any other right provisions of this District Declaration or remedy that seek such other relief as may be available to it) to temporary as a result of a breach of such covenants, conditions, restrictions 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 provisions of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in District Declaration, by 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 proceeding at law or in any way diminish the Company’s right equity. Failure to enforce any such covenant provision shall in no event be deemed a waiver of the right to do so thereafter. The right to enforce the District Declaration shall include, without limitation, an action to recover sums due for damages or an action for injunc- tive relief, or both, maintainable by the District Association, Community Association, Community Declarant, District Declarant, or an Owner. In addition, the District Association or the Community Association may impose per diem penalties for failure to comply with this District Declaration and associated documents after notice of such noncompliance and the elapsing of a stated time period within which to cure such noncompliance as further provided in the Bylaws, with each day during which such noncompliance continues being considered a separate violation of the terms hereof. Such penalties shall be due and payable upon imposition and shall be secured, collected and otherwise treated in the same manner as Assessments. The Community Association or Community Declarant shall have the right, but not the obligation, to take all actions that the District Association or District Declarant might otherwise take under the provisions of this District Declaration, including the right to enforce the terms of the District Declaration. Costs, expenses and reasonable attorneys and paralegals, fees, whether suit be brought or not, including those resulting at all trial and appellate levels, incurred by the prevailing party in any action to enforce any provision of this District Declaration or to seek such other jurisdictionrelief as may be available as a result of a breach of such covenants, conditions, restrictions and other provisions of the District Declaration, the Articles of Incorporation, Bylaws, and rules and regulations of the District Association, and any similar associated documents thereunder, or deed restrictions on the District Property, including without limitation actions to recover sums due for damages or actions for injunctive relief, shall be the personal obligation of the non-prevailing party.

Enforcement. Executive acknowledges understands 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 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 irreparable harm in the event that Executive breached breaches any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under in Sections 5, 6, 7, 8, and 9 and that monetary damages will be inadequate to compensate the Restrictive Covenants would be inadequateCompany for such breach. Executive therefore agrees and consents that if Executive commits Accordingly, in the event of any breach or anticipatory breach of a Restrictive Covenantthis Agreement by Executive, the parties agree that the Company shall have the right (in addition tobe entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and not in lieu of, Executive hereby consents to the issuance thereof forthwith 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 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 particularaddition, without limiting in the generality event of any breach or anticipatory breach of this Agreement by Executive, any grant of temporary, preliminary, or permanent injunctive relief, against Executive, or Executive’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, 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 period, scope or geographical area that is found to be reasonable Company shall be substituted entitled to recovery of all reasonable sums and costs, including attorneys’ fees, incurred by the Company in defending or seeking to enforce the provisions of this Agreement, in addition to any remedies otherwise available to it at law or equity. Company understands and agrees that Executive will suffer irreparable harm in the event that Company breaches any of Company’s obligations in Section 8 and that monetary damages will be inadequate to compensate Executive for such breach. Accordingly, in the stated periodevent of any breach or anticipatory breach of Section 8 of this Agreement by Company, scope the Parties agree that Executive shall be entitled to injunctions, both preliminary and permanent, enjoining or arearestraining such breach or anticipatory breach, and that Company hereby consents to the issuance thereof forthwith by any court of competent jurisdiction. In addition, in the event of any breach or arbitrator shall revise the restrictions contained herein to cover the maximum periodanticipatory breach of Section 8 of this Agreement by Company, scope and area permitted by law. If any grant of the Restrictive Covenants are determined to be wholly temporary, preliminary, or partially unenforceable in any jurisdictionpermanent injunctive relief, such determination shall not be a bar to against Company, or in any way diminish the Company’s right claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the Parties agree that Executive shall be entitled to recovery of all reasonable sums and costs, including attorneys’ fees, incurred by Executive in defending or seeking to enforce Section 8 of this Agreement, in addition to any such covenant in any other jurisdictionremedies otherwise available to it at law or equity.

Enforcement. Executive acknowledges The Parties hereby acknowledge that the time, scope, geographic area and agrees that: (i) other provisions of this Section 5 have been specifically negotiated by sophisticated parties and agree that all such provisions are reasonable under the purpose circumstances of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is Transactions and are necessary to protect the goodwill, trade secrets Confidential Information and other confidential information the goodwill of the Company; (ii) because businesses of the nature DRII Parties and their respective subsidiaries and affiliates. Each SJC Party hereby expressly agrees and acknowledges that the restrictions contained in this Sections 5 do not preclude such SJC Party from earning a livelihood, nor do they unreasonably impose limitations on such SJC Party’s ability to earn a living. In addition, each SJC Party agrees and acknowledges that the potential harm to the DRII Parties and their respective subsidiaries and Affiliates of its non-enforcement outweighs any harm to such SJC Party of its enforcement by injunction or otherwise. Accordingly, each SJC Party hereby agrees not to challenge the validity or enforceability of the business restrictions contained herein. If any covenant in which the Company this Section 5 is engaged held to be unreasonable, arbitrary or against public policy, such covenant shall be considered to be divisible with respect to scope, time 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 togeographic area, and not in lieu ofthe maximum scope, any other right time or remedy that may be available to it) to temporary and permanent injunctive relief from geographic area, or all of them, allowable as a court of competent jurisdictionjurisdiction may determine to be reasonable, not arbitrary and not against public policy, shall be effective, binding and enforceable against the SJC Parties. Each of the SJC Parties hereby acknowledges that a breach by such SJC Party of its or his obligations hereunder will cause irreparable harm to the DRII Parties and their respective subsidiaries and Affiliates. Accordingly, each of the SJC Parties hereby acknowledges that the remedy at law for a breach of its or his obligations under this Section 5 will be inadequate and agrees that, in the event of a breach or threatened breach of this Section 5, the DRII Parties and their respective subsidiaries and Affiliates shall be entitled, in addition to all other available remedies, to an injunctive order and/or injunction restraining any breach and requiring the enforcement of, and the prevention of any violations of, the provisions hereof (without posting the necessity of showing economic loss and without 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 jurisdictionbeing required).

Enforcement. Executive acknowledges and agrees that: (ia) If at the purpose time of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillenforcement of Section 1, 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 accessSection 2, 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 3 or Section 4, 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 jurisdictionjurisdiction holds that the restrictions stated therein are unreasonable under circumstances then existing, without posting any bond including by reason of its extending for too great a period of time or other security and without the necessity over too great a geographical area or by reason of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable its being too extensive in any other 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 hereto agree that the maximum period, scope or geographical area that is found to be reasonable enforceable under such circumstances shall be substituted for the stated period, scope or area, area and that the court or arbitrator of competent jurisdiction shall be allowed to revise the restrictions contained herein therein to cover the maximum period, scope and area permitted by lawLaw. If The existence of any claim or cause of action by the Restricted Party or any of his or her Affiliates against Parent, First Merger Sub, Second Merger Sub, the Restrictive Covenants are determined to be wholly Company or partially unenforceable in any jurisdiction, such determination the Surviving Entity shall not constitute and shall not be asserted as a bar defense to the enforcement by Parent or in any way diminish of its Affiliates of this Agreement. The parties hereto agree that Parent and its Affiliates would suffer irreparable harm from a breach of Section 1, Section 2 , Section 3 or Section 4 by the Company’s right to enforce Restricted Party and that money damages would not be an adequate remedy for any such covenant breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, Parent and its Affiliates and their successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other jurisdictionsecurity). In addition, in the event of an alleged breach or violation by the Restricted Party of Section 3 or Section 4, the Restrictive Period will be tolled until such breach or violation has been duly cured. The Restricted Party acknowledges and agrees that due to the proprietary nature of the Business, the restrictions contained in this Agreement are reasonable (including as to duration, geographical area and scope) and are necessary to ensure the preservation, protection and continuity of the Business, trade secrets and goodwill of the Company and that the Restricted Party has reviewed the provisions of this Agreement with his or her legal counsel.

Enforcement. Executive acknowledges The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties 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 this Agreement) in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agrees that: agree that (a) the Parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.1, this being in addition to any other remedy to which they are entitled under this Agreement, (b) the availability of monetary damages shall not be construed to diminish or otherwise impair in any respect any Party’s right to specific enforcement and (c) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, neither the Company nor Parent would have entered into this Agreement. For the avoidance of doubt, without limiting the provisions of Section 6.4, it is hereby acknowledged and agreed that (i) the purpose Company shall be entitled to specific performance to cause Parent and Merger Sub to enforce the obligations of the covenants set forth in Sections 5 through 7 above (Financing Sources to fund the “Restrictive Covenants”) is to protect Financing under the goodwill, trade secrets Debt Documents 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 that 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 Financing Sources initiate litigation against Parent or Merger Sub with respect to the Financing, or advise Parent or Merger Sub that if Executive commits any breach they intend not to proceed with the Financing in violation of a Restrictive Covenantthe terms of the Debt Documents, the Company shall be entitled to specific performance to require Parent and Merger Sub to take enforcement action, including seeking specific performance, to cause such Financing Sources to provide such Financing. Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the right (terms and provisions of this Agreement in addition to, and accordance with this Section 13.14 shall not in lieu of, any other right or remedy that may be available required to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting provide 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 connection with any such covenant in any other jurisdictioninjunction.

Enforcement. The Executive acknowledges and agrees that: (i) the purpose of the foregoing 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 and its affiliated companies are engaged and because of the nature of the Confidential Information confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company and its affiliated companies in the event the Executive breached any such covenantsof the covenants of this Section 4; and (iii) remedies at law (such as monetary damages) for any breach of the Executive’s obligations under the Restrictive Covenants this Section 4 would be inadequate. The Executive therefore agrees and consents that if Executive he commits any breach of a Restrictive Covenantcovenant under this Section 4 or threatens to commit any such breach, 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 With respect to any portion provision of the Restrictive Covenants is hereafter this Section 4 finally 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 of competent jurisdiction to be unreasonableunenforceable, the Executive and the Company hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable 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 extent permitted by law, and the parties agree to abide by such court’s determination. If any of the Restrictive Covenants covenants of this Section 4 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 If any person, firm or corporation, or their respective heirs, personal representative, successors or assigns shall violate or attempt to violate any of the covenants restrictions set forth in Sections 5 through 7 above (this Declaration, it shall be the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information right of the Company; (ii) because Developer, the Association or any Owner of a Lot within the Property to bring any proceedings at law or in equity against the person or persons violating or attempting to violate such restrictions, whether such proceedings aim to prevent such persons from so doing, or to recover damages, or to foreclose against the land any lien created hereunder, or otherwise, and if such person is found in the proceedings to be in violation of or attempting to violate the restrictions set forth in this Declaration, he shall bear all expenses of the nature litigation, including court costs and reasonable attorney’s fees (including those on appeal) incurred by the party enforcing the restrictions set forth herein. Developer shall not be obligated to enforce the restrictions set forth herein and shall not in any way or manner be held liable or responsible for any violation of this Declaration by any person other than itself. Failure of Developer or any other person or entity to enforce any provision of this Declaration upon breach, however long continued, shall in no event be deemed a waiver of the business right to do so thereafter with respect to such breach or as to any similar breach occurring prior or subsequent thereto. Issuance of a building permit or license which may be in which conflict with the Company is engaged and because restrictions set forth herein shall not prevent the Developer, the Association or any of the nature Owners from enforcing the restrictions set forth herein. Further, the Developer shall have the right, upon ten (10) days’ prior written notice by certified or registered mail, return receipt requested, to take such action as Developer shall deem necessary to cure the default of any Owner who fails to comply with the provisions hereof, and all costs reasonably incurred in connection therewith, together with interest at the highest contract rate permitted by law from five (5) days after the date of demand, shall be due and payable from the defaulting Owner on demand, and shall be secured by a lien in favor of the Confidential Information Developer on the defaulting Owner’s Lot as described in Article VI. Without limiting and in addition to which Executive has accessthe foregoing remedy, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any the provisions of Section 7.19 regarding the construction deadline are violated, the Owner of the Lot as to which the violation occurs shall be liable for liquidated damages payable to the Developer in the amount of Ten Dollars ($10.00) per day, for each day beyond the deadline in Section 7.19 that construction is not completed. The right to such covenants; and (iii) remedies at law (damages shall be secured by a lien in favor of the Developer as described in Article VI. If 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 a lien is filed but is subsequently removed or extinguished by foreclosure of a Restrictive Covenantsuperior mortgage or other lien, 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 mortgagee or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to person taking title by foreclosure shall again 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 subject to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants deadline for construction set forth in Section 7 are found 7.19, but the time period shall run from the date that title is acquired so that the mortgagee or other person taking title by foreclosure shall have another nine (9) months to complete construction. Liquidated damages shall again begin to accrue and shall be secured 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 lien in favor of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall Developer if the extended construction deadline is not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionmet.

Enforcement. Executive The Shareholder acknowledges that Shareholder has read and considered all the terms and conditions of this Agreement, including the restraints imposed upon Shareholder pursuant to the covenants contained herein. The Shareholder agrees that each of the restraints contained herein are necessary for the protection of the goodwill, confidential information and other legitimate interests of the Company Group; that each and every one of these 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 Shareholder from obtaining other suitable employment during the period in which the Shareholder is bound by such restraints. The Shareholder further acknowledges that: (i) the purpose , were Shareholder or any of Shareholder’s affiliates to breach any of the covenants set forth contained herein, the damage to the Company Group would be irreparable. The Shareholder therefore agrees that the Company Group, in Sections 5 through 7 above addition to any other remedies available to them, shall be entitled to seek and obtain injunctive relief against any breach or threatened breach by the Shareholder or any of Shareholder’s affiliates of any of said covenants, without having to post bond. The Shareholder further agrees that he or she shall not plead adequacy of any relief at law available to Parent or its successors or assigns (the “Restrictive Covenants”as applicable) (including monetary damages) as a defense to any petition, claim or motion for preliminary or final injunctive relief to enforce any provision of this Agreement. The parties agree that it is to protect the goodwill, trade secrets and other confidential information their intention that all of the Company; (ii) because of restraints imposed under Sections 1, 2 and 3 hereof be enforced in accordance with their terms to the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessmaximum extent possible under applicable law. The parties further agree that, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached that any such covenants; and (iii) remedies at law (such as monetary damages) for provision of Section 1, 2 or 3 hereof shall be determined by 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 jurisdictionjurisdiction to be unenforceable for any reason (including, without posting any bond but not limited to, by reason of its being extended over too great a time, too large a geographic area or other security and without too great a range of activities), such provision shall be deemed to be modified, a new enforceable term shall be deemed to be provided, or such court shall reform such provision, such that the necessity of proof of actual damage. If any portion intent of the Restrictive Covenants is hereafter determined parties in agreeing to the provisions of this Agreement will not be invalid impaired and the provision will be enforceable to the maximum extent permitted by applicable law. In the event of any dispute or unenforceable controversy arising out of or relating to or seeking to enforce this Agreement, the prevailing party in such action shall be entitled to recover from the other party all costs and expenses of the action, including reasonable attorneys’ fees and costs incurred in bringing and prosecuting or defending such action and/or enforcing any respectjudgment, such determination shall not affect the remainder thereoforder, ruling or award granted therein, all of which shall be given deemed to have accrued on the maximum effect possible commencement of such action and shall be fully enforced, without regard paid whether or not such action is prosecuted 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.

Enforcement. Executive Each Seller acknowledges and agrees that: (i) if, at the purpose time of enforcement of any of the covenants and agreements set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Section 8.4, 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 jurisdictionshall hold that the duration or scope stated herein are unreasonable under circumstances then existing, without posting any bond or other security Buyer 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 Seller agree that the maximum period, duration or scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated period, duration or scope or area, and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, period and scope and area permitted by law. If Law; (ii) in addition to Section 11.10 and not in limitation thereof, if the courts of any one or more of such jurisdictions hold any of the Restrictive Covenants are determined to be wholly or partially covenants and agreements set forth in this Section 8.4 unenforceable in any jurisdictionwhole or in part, it is the intention of Buyer and such Seller that such determination shall not be a bar to or in any way diminish adversely affect the Companyrights of any Party hereto to equitable relief and remedies hereunder in courts of any other jurisdiction as to any nonfulfillment or breach of such covenant or agreement, such covenants and agreements being, for this purpose, severable into diverse and independent covenants and agreements; and (iii) in the event of any Seller’s right nonfulfillment or breach of any of the covenants and agreements set forth in this Section 8.4, money damages would be inadequate and neither the Company nor Buyer would have adequate remedy at law, and that the Company and Buyer, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief or other relief in order to enforce or prevent any violations of such covenant covenants and agreements (without posting a bond or other security). In addition, in the event of any other jurisdictionnonfulfillment or breach of any of the covenants and agreements set forth in this Section 8.4, the periods described herein shall be tolled until such nonfulfillment or breach has been duly cured.

Enforcement. Executive acknowledges and agrees that: (i) If, at the purpose time of enforcement of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillprovisions of this Section 5.14, 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 jurisdictionjurisdiction determines that the restrictions stated herein are invalid or unenforceable with respect to any particular Unitholder under the circumstances then existing, without posting any bond then the maximum period or other security and without scope reasonable under the necessity of proof of actual damage. If any portion of circumstances shall be substituted for the Restrictive Covenants is hereafter stated period or scope determined to be invalid or unenforceable (with the other provisions to remain in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum full force and effect possible and shall be fully enforced, without regard to the invalid portions) with respect to such Unitholder, as determined by such court. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a Each Unitholder expressly agrees that such 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 allowed to revise the restrictions contained herein in this Section 5.14 to cover the maximum period, duration or scope and area or otherwise permitted by lawapplicable Laws and the provisions hereof, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. If In the event the enforceability of any of the Restrictive Covenants terms hereof are determined challenged in court by any particular Unitholder and such Unitholder is not enjoined from breaching any of the provisions in Section 5.14, then if a court of competent jurisdiction finds that the challenged restrictions herein is enforceable with respect to such Unitholder, the Restricted Period with respect to such Unitholder, as applicable, shall be wholly or partially unenforceable deemed tolled upon the filing of the lawsuit challenging the enforceability of any of the provisions in any jurisdiction, this Section 5.14 by such determination shall not be a bar Unitholder until the dispute is finally resolved and all periods of appeal have expired. Each Unitholder agrees that the covenants and restrictions in this Section 5.14: (A) are reasonable in scope and time; (B) are reasonable restrictions to protect the legitimate business interests and goodwill of Acquirer and the Group Companies; and (C) are ancillary to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiona part of an otherwise enforceable contract that is supported by adequate consideration.

Enforcement. Executive acknowledges Employee agrees that the Company has a legitimate business interest to protect justifying the covenants reiterated or set forth in Sections 8 and agrees that9. Such legitimate business interests include: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwilltrade secrets, trade secrets and other confidential information of the Company; (ii) because valuable Confidential Information that does not otherwise qualify as a trade secret, (iii) substantial relationships with prospective or existing Customers, (iv) Customer goodwill, and (v) preservation of the nature of the business in brands with 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 operated. For purposes of the Company obtaining specific performance and/or injunctive relief, Employee acknowledges that irreparable injuries shall be presumed in the event Executive breached any such covenants; that Employee violates Employee’s covenants herein contained. Because Employee’s services are unique and (iii) remedies at law (such as monetary damages) because Employee has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of Executive’s obligations under this Agreement. Therefore, in the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any event of a breach or threatened breach of a Restrictive CovenantSections 8 and 9 of this Agreement, the Company shall have the right (and 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 in Sections 8 or 9 hereof. In addition to the foregoing, if any other right or remedy action should have to be brought by the Company against Employee to enforce the provisions of this Agreement, Employee recognizes, acknowledges and agrees that the Company may be available to itentitled (without limitation) to temporary (a) preliminary and permanent injunctive relief restraining Employee from a court unauthorized disclosure or use of competent jurisdictionany trade secret or Confidential Information, without posting in whole or in part, or otherwise violating 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 restrictive covenants set forth herein, and (b) actual damages. Nothing in Section 7 are found by a court or an arbitrator to this Agreement shall be unreasonable, Executive and construed as prohibiting the Company from pursuing any other legal or equity remedies available for breach or threatened breach to the provisions of this Agreement or the Employment Agreement which may otherwise be available. In the event of an alleged breach or violation by Employee of Sections 8 or 9 of this Agreement, the parties agree that the maximum periodcourt, scope or geographical area that is found to be reasonable shall be substituted for in its discretion, may toll the stated period, scope or area, and that Restricted Period during the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any period 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 jurisdictionbreach.

Enforcement. Executive acknowledges and agrees that: (i) If, at the purpose time of the covenants set forth in enforcement of any of Sections 5 3.1 through 7 above (the “Restrictive Covenants”) is to protect the goodwill3.4, 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 jurisdictionjurisdiction shall hold that the period, without posting any bond scope or other security and without area restrictions stated herein are unreasonable under circumstances then existing, 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 hereto 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, area and that the court or arbitrator shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by applicable law. If The parties hereto acknowledge and agree that Executive’s services are unique and he has access to Confidential Information and Work Product, that the provisions of Sections 3.1 through 3.4 are necessary, reasonable and appropriate for the protection of the legitimate business interests of the Companies and their respective Subsidiaries, that irreparable injury will result to the Companies and their respective Subsidiaries if Executive breaches any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall provisions of Sections 3.1 through 3.4 and that money damages would not be an adequate remedy for any breach by Executive of this Agreement and that the Companies will not have any adequate remedy at law for any such breach. Therefore, in the event of a bar breach or threatened breach of this Agreement, the Companies or any of their successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from any court of competent jurisdiction in any way diminish the Company’s right order to enforce or prevent any such covenant in violations of the provisions hereof (without the necessity of showing actual money damages, or posting a bond or other security). Nothing contained herein shall be construed as prohibiting the Companies or any of their successors or assigns from pursuing any other jurisdictionremedies available to it for such breach or threatened breach, including the recovery of damages.

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 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 accessaccess to, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Executive breached 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. The 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 8 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: (ia) the purpose of the covenants set forth in Sections 5 6 through 7 8 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Confidential Information of the CompanyParent Company and its Subsidiaries; (iib) because of the nature of the business in which the Parent Company and its Subsidiaries is engaged and because of the nature of the Confidential Information to which Executive has or will have access, it would be impractical and excessively difficult to determine the actual damages of the Parent Company and its Subsidiaries in the event Executive breached any such covenants; and (iiic) 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 and the Parent 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. The parties expressly represent that the Restrictive Covenants are reasonable in all respects and are necessary to protect the legitimate business interests of the Parent Company and its Subsidiaries. The parties further acknowledge and agree that the Parent Company and its Subsidiaries conduct their Business on a worldwide basis and Executive will have Confidential Information regarding the business conducted by the Parent Company and its Subsidiaries in each location where it is conducted and Executive will be materially associated with the Parent Company’s and its Subsidiaries’ goodwill. Executive expressly acknowledges and agrees that any violation of Section 8 above would inevitably violate Executive’s covenants under Section 6 above. 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 8 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 or the Parent Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges In addition to any rights and agrees thatremedies available at law, Xxxxxxx’s enforcement rights and duties shall include, but not be limited to, the following: (i) Grantee may expel and/or exclude any Floater from the purpose Easement Area who fails to comply with the terms, covenants, restrictions and prohibitions of this Agreement. The entry or use of the covenants Easement Area by any excluded or expelled person shall be a trespass against Grantor’s property interests; and Upon evidence of repeated and/or persistent violations of the terms hereof by Floaters, Grantee shall temporarily suspend use of all or any part of the Easement Area or any subset of the Permitted Uses of the Easement by all Floaters until Grantee reasonably concludes that such violations are not likely to continue. Furthermore, in the event Grantee fails to take action as set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is preceding sentence, Grantor shall have the right to protect the goodwill, trade secrets and other confidential information request that Grantee temporarily suspend use of all or any part of the Company; (ii) because Easement Area or any subset of the nature Permitted Uses of the business in which Easement by all Floaters until Grantor reasonably concludes that such violations are not likely to continue and, unless Grantee reasonably determines that such request is groundless, Grantee shall grant such request. Grantor and Grantee are the Company is engaged and because only parties that may enforce the terms of this Agreement. Grantor shall be entitled (but not obligated) to enforce this Agreement, any rights reserved to Grantor as the fee owner of the nature Easement Area, or any trespass, including trespass by Grantee or any Floater who violates any term of this Agreement, as the Confidential Information case may be. Grantor shall be entitled to which Executive has accessany remedies available to it at law, it would be impractical and excessively difficult to determine in equity, or under the actual damages terms of the Company this Agreement. Furthermore, in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s Grantee repeatedly or persistently fails to perform its obligations under this Agreement (including, without limitation, maintenance of the Restrictive Covenants would be inadequate. Executive therefore agrees Easement Area and consents that if Executive commits any breach enforcement of a Restrictive CovenantProhibited Uses); Grantee fails to enforce its obligation under this Agreement and such failure results in imminent or actual material damage to the Easement Area, the Company imminent or actual harm to natural resources, or risk of injury to or death of persons; or Grantee fails to appropriate funds sufficient to perform its obligations hereunder pursuant to § 12(A), then Grantor, upon written notice to Grantee identifying such failure(s), 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 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 exercise any of the Restrictive Covenants are determined enforcement obligations of Grantee pursuant to be wholly or partially unenforceable in any jurisdiction§ 8(A)(i), 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 jurisdictionabove.

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 's obligations under the Restrictive Covenants Sections 5 through 7 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcovenant under Sections 5 through 7, 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 7 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. Executive Each party acknowledges that the provisions of Sections 6 and 7 hereof are essential to the goodwill and potential profitability of the other and have provided a substantial inducement for the other to execute, and perform its obligations under, this Agreement and that the application thereof will not involve a substantial hardship upon such party's future business or livelihood. Each party agrees that: (i) the purpose that a violation of the covenants set forth in Sections 5 through 6 and 7 above (hereof, or any provision thereof, may cause irreparable injury to the “Restrictive Covenants”) is other and the other shall be entitled, in addition to protect the goodwillany other rights and remedies it may have, trade secrets at law or in equity, to seek an injunction enjoining and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged restraining such party and because of the nature of the Confidential Information its employees from doing or continuing 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 do any such covenants; act 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 violations or remedy that may be available to it) to temporary and permanent injunctive relief from a court threatened violations of competent jurisdiction, without posting any bond such covenants or other security and without the necessity of proof of actual damageprovisions. If any portion provision of the Restrictive Covenants is hereafter determined Sections 6 or 7 hereof as applied to any circumstance shall be adjudged by a court to be invalid or unenforceable unenforceable, the same shall in no way affect any other provision of Sections 6 or 7, the application of such provision in any respectother circumstances or the validity or enforceability of Sections 6 or 7 in any other jurisdiction. If any provisions of Sections 6 or 7 as applied to any circumstances shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision in any other circumstances or the validity or enforceability of Sections 6 or 7 to be enforced as written. If any provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, each party agrees that the court making such determination shall have the power to reduce the duration or area, or both, of such provision or to delete or blue-pencil specific words or phrases; and, in its reduced or blue-pencilled form, such provision shall then be enforceable and shall be enforced. Each party intends to, and does hereby, confer jurisdiction to enforce the covenants contained herein upon the courts of any state of the United States or any other governmental jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such states or jurisdictions shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that 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 affect either party's right to enforce the relief provided above in the courts of any state or jurisdiction within the geographical scope of such covenant covenants, as to breaches of such covenants in any such other jurisdictionrespective states or jurisdictions, the above covenants as they relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants.

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 Cardinal Ethanol has a protectable interest in its confidential, proprietary and trade secret information and 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 to protect such interest, that adequate compensation (iin the form of Employee’s employment by Cardinal Ethanol 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 8 through 12 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 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 8 through 12 above, the Company said provisions will cause irreparable harm to Cardinal Ethanol and for that reason Employee further agrees that Cardinal Ethanol 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 Cardinal Ethanol’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 Cardinal Ethanol brings an action and substantially prevails for breach of this Agreement by a court or Employee. Cardinal Ethanol agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if Cardinal Ethanol 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 Grantee hereby agrees that: (i) the purpose of that the covenants set forth in Sections 5 through 7 above 15(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the “Restrictive Covenants”final judgment of a court of competent jurisdiction declares that any term or provision of Sections 15(a), (b), (c) or (d) is invalid or unenforceable, Grantee and Entergy hereby agree that the court making the determination of invalidity or unenforceability shall have the power to protect reform the goodwillunenforceable term or provision, trade secrets including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and other confidential information enforceable (provided that in no event shall the length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be enforceable as so modified after the expiration of the Company; (ii) because time within which the judgment on enforceability may be appealed. Grantee’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 the enforceability of any material restriction applicable to Grantee as provided for in this Section 15 is challenged and found unenforceable by a court of law, then Entergy shall have the right to terminate this Agreement and recover from Grantee all shares of Common Stock paid to Grantee pursuant to this Agreement and any amounts received by Grantee on the date of sale, transfer, or other disposition if Grantee has sold, transferred, or otherwise disposed of any shares of Common Stock received in respect of the nature Restricted Units. This provision shall be construed as a return of consideration or ill-gotten gains due to the business in which failure of Grantee’s promises and consideration under the Company is engaged Agreement, and because of the nature of the Confidential Information to which Executive has accessnot as a liquidated damages clause. In addition, it would be impractical and excessively difficult to determine the actual damages of the Company 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. Grantee further hereby agrees that, in the event of a breach by Grantee of any of the provisions of Sections 15(a), (b), (c) or (d), 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 existing in its favor, apply to any court of law (such as monetary damages) or equity 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 Such remedies shall not be deemed the exclusive remedies for a breach, but shall be in addition to all remedies available at law or in equity, including, but not limited to, attorneys’ fees and costs, Grantee hereby agrees and consents acknowledges 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 in Sections 15(a), (b), (c) and (d) do not preclude Grantee from earning a livelihood, nor do they unreasonably impose limitations on Grantee’s ability to cover earn a living. Grantee acknowledges that Grantee has carefully read this Agreement and Grantee has given careful consideration to the maximum periodrestraints imposed upon Grantee by this Agreement, scope and area permitted by law. If Grantee is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of any of the Restrictive Covenants are determined System Company now existing or to be wholly or partially unenforceable developed 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 jurisdictionfuture.

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 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, 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 lawJaw. 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 In the event of a breach of this Agreement by Grantor, the Grantee, any third party or any third party working for or under the direction of Grantor or the Grantee, the Parties and agrees that: (i) the purpose USACE shall be notified immediately. If USACE becomes aware of a breach of this Agreement, USACE will notify the Grantee and Grantor of the covenants set forth breach. Grantor shall have thirty (30) days after receipt of such notice to undertake actions that are reasonably calculated to correct the conditions constituting the breach. If the conditions constituting the breach are corrected in Sections 5 through 7 above a timely and reasonable manner, no further action shall be warranted or authorized. If the conditions constituting the breach are such that more than thirty (30) days are required to cure the “Restrictive Covenants”breach, Grantor shall not be in default hereunder if Grantor undertakes the cure of such breach during the thirty (30) is day period following notice of the breach and diligently pursues the cure of the breach to protect completion. If Grantor fails to initiate such corrective action within thirty (30) days or fails to complete the goodwillnecessary corrective action, trade secrets the Grantee may enforce the Conservation Easement by appropriate legal proceedings, including an action for damages, injunctive and other confidential information relief. Notwithstanding the foregoing, the Grantee reserves the immediate right, without notice, to obtain a temporary restraining order, injunctive relief or other appropriate relief if the breach of any provision of the Company; (ii) because of Conservation Easement is materially impairing or would irreversibly or otherwise materially impair the nature of benefits to be derived from the business in which Conservation Easement. Grantor and the Company is engaged and because of Grantee acknowledge that under such circumstances, damage to the nature of the Confidential Information to which Executive has access, it Grantee would be impractical irreparable 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 will be inadequate. Executive therefore agrees The rights and consents that if Executive commits any breach remedies of a Restrictive Covenant, the Company Grantee provided hereunder shall have the right (be in addition to, and not in lieu of, any all other right or remedy that may be rights and remedies available to it) Grantee in connection with the Conservation Easement. The costs of a breach of this Agreement and the costs of any correction or restoration, including the Grantee’s expenses, court costs and attorney’s fees, shall be paid by Grantor. The USACE shall have the same right to temporary enforce the terms 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 conditions of the Restrictive Covenants is hereafter determined to be invalid Conservation Easement as the Grantee. Any forbearance or unenforceable in any respect, such determination shall not affect failure on 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 part of the foregoing, if Grantee or the covenants set forth USACE to exercise its rights in Section 7 are found by the event of 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 violation shall not be deemed or construed to be a bar to waiver of either Grantee’s or in any way diminish the Company’s right USACE's rights hereunder. Nor shall forbearance or failure to enforce any covenant or provision hereof shall discharge or invalidate such covenant in or provision or any other jurisdictioncovenant, condition, or provision hereof or affect the right to the Grantee and the USACE to enforce the same in the event of a subsequent breach or default. Nothing contained in this Agreement or the Conservation Easement granted herein shall be construed to entitle the Grantee to bring any action against Grantor for any injury to or change in the Property, or for any violation of any covenant or provision of this Agreement, resulting from any prudent action taken in good faith by Grantor under emergency conditions to prevent, xxxxx, or mitigate significant injury to life, damage to property or harm to the Property resulting from any of such causes.

Enforcement. Executive acknowledges and Grantee hereby agrees that: (i) the purpose of that the covenants set forth in Sections 5 through 7 above 15(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the “Restrictive Covenants”final judgment of a court of competent jurisdiction declares that any term or provision of Sections 15(a), (b), (c) or (d) is invalid or unenforceable, Grantee and Entergy hereby agree that the court making the determination of invalidity or unenforceability shall have the power to protect reform the goodwillunenforceable term or provision, trade secrets including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and other confidential information enforceable (provided that in no event shall the length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be enforceable as so modified after the expiration of the Company; (ii) because time within which the judgment on enforceability may be appealed. Grantee’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 the enforceability of any material restriction applicable to Grantee as provided for in this Section 15 is challenged and found unenforceable by a court of law, then Entergy shall have the right to terminate this Agreement and recover from Grantee all shares of Common Stock paid to Grantee pursuant to this Agreement and, if Grantee has sold, transferred, or otherwise disposed of any shares of Common Stock received in respect of the nature Restricted Units, an amount equal to the aggregate Fair Market Value of such shares of Common Stock on the business in 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 Grantee’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. Grantee further hereby agrees that, in the event of a breach by Grantee of any of the provisions of Sections 15(a), (b), (c) or (d), 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 existing in its favor, apply to any court of law (such as monetary damages) or equity 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 Such remedies shall not be deemed the exclusive remedies for a breach, but shall be in addition to all remedies available at law or in equity, including, but not limited to, attorneys’ fees and costs. Grantee hereby agrees and consents acknowledges 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 in Sections 15(a), (b), (c) and (d) do not preclude Grantee from earning a livelihood, nor do they unreasonably impose limitations on Grantee’s ability to cover earn a living. Grantee acknowledges that Grantee has carefully read this Agreement and has given careful consideration to the maximum periodrestraints imposed upon Grantee by this Agreement, scope and area permitted by law. If Grantee is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of any of the Restrictive Covenants are determined System Company now existing or to be wholly or partially unenforceable developed 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 jurisdictionfuture.

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 goodwillThe Parties agree that irreparable damage for which monetary damages, 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 accesseven if available, it would not be impractical and excessively difficult to determine the actual damages of the Company an adequate remedy, would occur in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s that the Parties do not perform their obligations under the Restrictive Covenants would provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that (a) the Parties shall be inadequate. Executive therefore agrees entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement, including, without limitation, mandatory injunctions, and consents that if Executive commits to enforce specifically the terms and provisions hereof and seek such injunctive relief, without the necessity of posting a bond or other security or proof of actual damages, in accordance with this Section 5.12, this being in addition to any breach of a Restrictive Covenantother remedy to which they are entitled under this Agreement, the Company shall have and (b) the right (in addition to, of specific enforcement 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 (including mandatory injunctions) is an integral part of competent jurisdictionthe transactions contemplated by this Agreement and without that right, without posting none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement (including mandatory injunctions) and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.12 shall not be required to provide any bond or other security and without the necessity of proof of actual damagein connection with any such injunction or specific performance. If any portion Each of the Restrictive Covenants is hereafter determined Parties to be invalid this Agreement consents to personal jurisdiction for any equitable action sought in the Delaware Court of Chancery or unenforceable any state or federal court in any respectpart of the world having competent jurisdiction. In any Action arising out of or related to this Agreement or the transactions contemplated hereby, the prevailing party in such determination shall not affect the remainder thereof, which Action shall be given entitled to recover all reasonable costs, fees and expenses relating thereto (including reasonable attorneys’ fees and expenses and court costs) from the maximum effect possible and shall be fully enforcedother party, without regard in addition 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 jurisdictionrelief to which such prevailing party may be entitled.

Enforcement. Executive Network Club acknowledges that the obligations in this Agreement have unique, very substantial and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is immeasurable value to protect the goodwillGymFusion, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company that GymFusion is engaged in a highly competitive industry, that Network Club is receiving significant consideration in connection with this Agreement, and because of the nature of the Confidential Information that Network Club has sufficient business to which Executive has access, it would be impractical and excessively difficult continue to determine the actual damages of the Company operate while such covenants remain in force. Network Club acknowledges that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach or threatened breach by Network Club of Executive’s any of its obligations under the Restrictive Covenants would in this Paragraph 5 of this Agreement, GymFusion's business interests will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantirreparably injured, the Company shall have the right (full extent of GymFusion's damages will be impossible to ascertain, and monetary damages may not be an adequate remedy for GymFusion. Network Club therefore consents, in addition to, and not in lieu of, to any other right or remedy that may be available to it) GymFusion, to temporary and enforcement of this Agreement by a temporary, preliminary, and/or permanent injunctive relief from a court injunction, specific performance or other equitable relief. In the event of competent jurisdictionan injunction, without posting Network Club expressly waives any requirement that GymFusion post bond or other security and without the necessity of proof of actual damagesecurity. If any portion Network Club understands that GymFusion 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 by GymFusion 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 the Company’s be deemed a waiver of GymFusion's right to enforce any such covenant other requirements or provisions of this Agreement. In the event that any of the obligations in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other jurisdiction.respect, such obligation shall be interpreted and modified to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. If modification of such obligations is not possible, then the court shall sever such obligations and enforce each and every remaining obligations in this Agreement

Enforcement. The Executive acknowledges and agrees that: (i) that in the purpose event of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillany breach of this Section 8, 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 interests of the Company in and 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 Company Affiliates will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantirreparably injured, the full extent of the damages to the Company shall have and the right (in addition toCompany Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and the Company Affiliates, and not in lieu ofthe Company will be entitled 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 damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid posting bond or unenforceable in any respect, such determination shall not affect the remainder thereofsecurity, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portionsExecutive expressly waives. 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 The Company and the Company Affiliates each acknowledge that in the event of any breach of this Agreement, the interests of the Executive will be irreparably injured, the full extent of damages to the Executive will be impossible to ascertain, monetary damages will not be an adequate remedy for the Executive, and the Executive 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. The Company and the Executive each understand that the other 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 right of either party to enforce any other requirements or provisions of this Agreement. The Company and the Executive 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, each of their obligations specified in this Agreement are separate and independent covenants and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If unenforceability of any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination them shall not preclude the enforcement of any other covenants in this Agreement. The Executive further agrees that any breach of this Agreement by the Company prior to the Date of Termination shall not release the Executive from compliance with his obligations under this Section 8, as long as the Company fully complies with Sections 7 and 10. The Company further agrees that any breach during the Employment Period of this Agreement by the Executive that does not result in the Executive being terminated for Cause shall not release the Company from compliance with its obligations under this Agreement. Notwithstanding the foregoing two sentences, neither the Company nor the Executive shall be precluded from pursuing judicial remedies as a bar to or in any way diminish the Company’s right to enforce result of any such covenant in any other jurisdictionbreaches.