Common use of Non-Compete Clause in Contracts

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), not to, directly or indirectly (including through any affiliate), (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period commencing on the date hereof and ending twenty-four of eighteen (2418) months following after the conclusion of the Term (the "Non-Compete Period"), not toTermination Date, directly or indirectly (including through any affiliate)i) engage, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries whether as conducted on the last date of the Term (the "Business") or (b) principal, agent, investor, representative, stockholder (other than as a director, employee, agent, consultant, shareholder, member or manager the holder of not more than five percent (5%) of the Business stock or equity of any corporation the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, managercapital stock of which is publicly traded), employee, consultant, independent contractor, joint venturer, investor or lender volunteer or otherwise, participate with or without pay, in any activity or business or enterprise engaged venture anywhere in within the contiguous United States in the provision of any services that are the same as, substantially similar to or is competitive with the services that Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its subsidiaries was selling affiliates’ service; (iii) solicit or providing orentice or endeavor to solicit or entice away any of the referral sources, to clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete ’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its subsidiariesaffiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The foregoing restrictions Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be construed to prohibit an adequate remedy for any breach of the ownership provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingprovisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. The Executive agrees during (a) Employee acknowledges and recognizes the period commencing on the date hereof and ending twenty-four (24) months following the conclusion highly competitive nature of the Term Company’s business and that Employee’s duties hereunder justify restricting Employee’s further employment. The Employee agrees that so long as the Employee is employed by the Company, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the "Non-Compete Period")Company’s business under contract, not todoing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly (including through indirectly, solicit or induce, or enter into any affiliate)discussions that would have the effect of soliciting or inducing, (a) compete with any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or its subsidiaries or the business any of Company’s affiliates to leave the Company or its subsidiaries as conducted on the last date such affiliate of the Term Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the "Business"termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or (b) (other than indirectly, either as a directorprincipal, agent, employee, agentemployer, consultant, shareholderpartner, member or manager of the Business or the Company) as an individual proprietora limited liability company, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary shareholder of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall company that does not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity have securities registered pursuant to under the Securities Exchange Act of 1934, as amended (the “1934 (Act”), or shareholder in excess of one percent of a "public company") company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are publicly owned and regularly traded listed on any a national securities exchange or over-the-counter market registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or (ii) debt instruments of any privately owned entityunenforceable, governmental entitythis paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, governmental entity, quasi-governmental entity, bond issuer or public company, if, such amendment and deletion to apply only with respect to both clauses the operation of paragraph in the particular jurisdiction in which that adjudication is made. (ib) and (ii)In the event that Employee’s employment with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of 12 months following the date of termination, however, such ownership represents a personal investment and the Executive does not either directly or indirectly in provisions will be limited geographically to any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holderareas that Company is currently developing, or seek any areas that Company has, during the 12 month period prior to do any the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the foregoingtermination of Employee’s employment pursuant to Section 8(a) below, provide Employee with a list of areas to which Section 7(a) is limited.

Non-Compete. 7.1 In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then this Section 7 will apply to the Executive. In the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of this Section 7 will apply to the Executive. 7.2 The Executive agrees will not, during the Executive’s term of employment and for a period commencing on the date hereof and ending of twenty-four (24) months following after the conclusion of the Term (the "Non-Compete Period"), not toTermination Date, directly or indirectly (including through any affiliate)i) engage, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries whether as conducted on the last date of the Term (the "Business") or (b) principal, agent, investor, representative, stockholder (other than as a director, employee, agent, consultant, shareholder, member or manager the holder of not more than five percent (5%) of the Business stock or equity of any corporation the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, managercapital stock of which is publicly traded), employee, consultant, independent contractor, joint venturer, investor or lender volunteer or otherwise, participate with or without pay, in any activity or business or enterprise engaged venture anywhere in within the continental United States in the provision of any services that are the same as, substantially similar to or is competitive with the services that Business on the Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on his own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s service; (iii) solicit or entice or endeavor to solicit or entice away any of its subsidiaries the clients or customers of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) as of the Termination Date for the purpose of competing in the Business, either on his own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was selling a director, officer, or providing oremployee of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date, unless such Person’s employment was terminated by the Company and/or Hanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who is or may be likely to be in possession of any Confidential Information. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the Executive's knowledge, actively planning maximum extent permitted by law. 7.3 Since a material purpose of this Agreement is to sell or provide, during protect the twelve months preceding Company’s investment in the end Executive and to secure the benefits of the Term (eachExecutive’s background and general experience in the industry, a "Competing Business"), provided the parties hereto agree and acknowledge that this clause (b) shall money damages may not be construed to prevent an adequate remedy for any breach of the Executive from being employed by a division provisions of Section 6 or a subsidiary this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership breach by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingprovisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.4 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. The Executive agrees during During the period commencing on which includes the date hereof entire term of the Executive’s employment with the Corporation and ending twenty-four one (241) months year following the conclusion termination of the Term such employment, however caused (the "Non-Compete “Restricted Period"”), not tothe Executive shall not, directly or indirectly (including through any affiliate)indirectly, either (a) compete with within any state in which the Corporation has actively engaged in the Company or its subsidiaries or the business Business during any part of the Company or its subsidiaries as conducted on the last date term of the Term (Executive’s employment with the "Business") Corporation, or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager within any state in which the Executive has actively engaged in any activities on behalf of the Corporation during any part of the term of the Executive’s employment with the Corporation, or (c) with respect to any customer or supplier with whom the Executive has had material dealings on behalf of the Corporation during any part of the term of the Executive’s employment with the Corporation, compete with the Corporation in any manner in any area of the Company Business in which the Executive has worked for the Corporation, on behalf of the Executive or any other Person, including, without limitation, that the CompanyExecutive shall not: (i) engage in the Company Business for his own account; (ii) enter the employ of, or render any services to, any Person engaged in the Company Business; (iii) request or instigate any account or customer of the Corporation to withdraw, diminish, curtail or cancel any of its business with the Corporation; or (iv) become interested in any Person engaged in the Company Business as an individual proprietorowner, partner, shareholder, member, equity holderstockholder, officer, director, managerlicensor, employeelicensee, consultantprincipal, independent contractoragent, joint venturerthe Executive, investor trustee, consultant or lender or otherwise, participate in any business other relationship or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services capacity; provided that the Company Executive may own, directly or any of its subsidiaries was selling or providing orindirectly, to the Executive's knowledgesolely as an investment, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that which are publicly owned and regularly traded on any national securities exchange if he (x) is not a controlling person of, or over-the-counter market a member of a group which controls, such corporation or (iiy) debt instruments does not, directly or indirectly, own one percent (1%) or more of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), class of securities of such ownership represents a personal investment and corporation. In the Executive does not either directly or indirectly in any way manage or exercise control event of the Executive’s breach of any such privately owned entityprovision of this section, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any running of the foregoingRestricted Period shall be automatically tolled (i.e., no part of the Restricted Period shall expire) from and after the date of the first such breach.

Non-Compete. The Executive agrees Employee will not, during the period commencing on the date hereof of this Agreement or of his engagement with IMI whichever period is longer, and ending twenty-four for a period of one (241) months year immediately following the conclusion termination of the Term (the "Non-Compete Period")this Agreement or his engagement, not towhichever is longer, for any reason whatsoever, directly or indirectly (including through indirectly, for himself or on behalf of or in conjunction with any affiliate)other person, (a) compete with Company persons, company, partnership, corporation, or its subsidiaries or the business of whatever nature: i. Engage in developing or marketing software for animal indentification and traceability in the Company or its subsidiaries as conducted on the last date beef cattle industry within five-hundred (500) miles of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager home office of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company IMI or any of its subsidiaries was selling or providing oraffiliates, to the Executive's knowledgewhich Employee has provided services pursuant to this Agreement, actively planning to sell or provide, during the twelve any present location representing a permanent or semi-permanent (at least six (6) months preceding the end of the Term (each, a "Competing Business"), provided that this clause (boperation) shall not be construed to prevent the Executive from being employed by a division or a subsidiary facility of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company IMI or any of its subsidiariessuch affiliates wherein IMI or any of such affiliates have performed services, whether such services were performed as principal, agent, trustee or through the agency of any cooperation, partnership, association, agent, agency or business of whatever nature. ii. The foregoing restrictions shall Call upon any present or past customer of IMI or any of such affiliates (including, but not limited to, any customers obtained for IMI or any of such affiliates by Employee) for the purpose of soliciting or selling any products or services in competition with those of IMI; iii. Call upon any employee of IMI or any of such affiliates for the purpose or with the intent of enticing them away from or out of the employ of IMI or any of such affiliates for any reason whatsoever; and iv. be construed to prohibit the ownership by owner of more than one (1%) of the Executive outstanding capital stock of any corporation or any officer, director or employee of any corporation (other than IMI or a corporation affiliated with IMI), or a member or employee of any partnership, or an owner or employee of any other business which is engaged in any business which competes with IMI, within five-hundred (500) miles of the home office of IMI or any of such affiliates or any present permanent or semi permanent facility of any of IMI or any such affiliates. Notwithstanding the preceding, Employee may: (i) continue any activity which, at the time Employee commenced such activity did not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or violate this Agreement and (ii) debt instruments provide any and all services requested by companies affiliated with IMI. Because of the difficulty of measuring economic losses to IMI as a result of his breach of the foregoing covenant and because of the immediate and irreparable damage that would be caused to IMI for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by IMI in the event of breach by him by injunctions and restraining orders. It is agreed by the parties that the foregoing covenants in this Section 10 impose a reasonable restraint on Employee in light of the activities and business of IMI on the date of the execution of this Agreement and the future plans of IMI; but it is also the intent of IMI and Employee that such covenants be construed and enforced in accordance with the activities and business of IMI on the date of the termination the employment of Employee. The covenants in this Section 10 are severable and separate and the unenforceability of any privately owned entityspecific covenant shall not affect the provisions of any other covenant Moreover, governmental entityin the event any court of competent jurisdiction shall determine that the scope, governmental entitytime or territorial restrictions set forth are unreasonable, quasi-governmental entity, bond issuer or public company, if, with respect then it is the intention of the parties that such restrictions be enforced to both clauses (i) and (ii), such ownership represents a personal investment the fullest extent which the court deems reasonable and the Executive does Agreement shall thereby be reformed. All of the covenants in this Section shall be construed as an agreement independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against IMI, whether predicated on this Agreement or otherwise, shall not either directly or indirectly constitute a defense to the enforcement by IMI of such covenants. It is specifically agreed that the period of two (2) years stated at the beginning of this Section 10, during which the agreements and covenants of Employee made in this Section 10 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 10 and any time during which there is pending in any way manage court of competent jurisdiction any action (including any appeal from any final judgment) brought by any person, whether or exercise control not a party to this Agreement, in which action IMI seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such privately owned entity, governmental entity, quasi-governmental entity, bond issuer agreements and covenants or public company, guarantee any of its financial obligations their unenforceability or otherwise take part in its business other than exercising the Executive's rights as a debt seeks to avoid their performance or equity holder, or seek to do any of the foregoingenforcement.

Non-Compete. The Executive agrees during (a) Employee acknowledges and recognizes the period commencing on the date hereof and ending twenty-four (24) months following the conclusion highly competitive nature of the Term Company's business and that Employee's duties hereunder justify restricting Employee's further employment. The Employee agrees that so long as the Employee is employed by the Company, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the "Non-Compete Period")Company's business under contract, not todoing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly (including through indirectly, solicit or induce, or enter into any affiliate)discussions that would have the effect of soliciting or inducing, (a) compete with any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or its subsidiaries or the business any of Company's affiliates to leave the Company or its subsidiaries as conducted on the last date such affiliate of the Term Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the "Business"termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or (b) (other than indirectly, either as a directorprincipal, agent, employee, agentemployer, consultant, shareholderpartner, member or manager of the Business or the Company) as an individual proprietora limited liability company, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary shareholder of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall company that does not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity have securities registered pursuant to under the Securities Exchange Act of 1934, as amended (the "1934 (Act"), or shareholder in excess of one percent of a "public company") company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are publicly owned and regularly traded listed on any a national securities exchange or over-the-counter market registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or (ii) debt instruments of any privately owned entityunenforceable, governmental entitythis paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, governmental entity, quasi-governmental entity, bond issuer or public company, if, such amendment and deletion to apply only with respect to both clauses the operation of paragraph in the particular jurisdiction in which that adjudication is made. (ib) The Company recognizes that the Employee currently owns interests in Tower Energy Corporation, Tower Equipment Corporation, Tower Drilling Corporation and Ragged Mountain Resources, LLC, and these entities may own minor oil and gas related interests. Ownership in these entities will not constitute a breach of the covenant set forth under 7(a)(iv) above. (ii)c) In the event that Employee's employment with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of 12 months following the date of termination, however, such ownership represents a personal investment and the Executive does not either directly or indirectly in provisions will be limited geographically to any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holderareas that Company is currently developing, or seek any areas that Company has, during the 12 month period prior to do any the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the foregoingtermination of Employee's employment pursuant to Section 8(a) below, provide Employee with a list of areas to which Section 7(a) is limited.

Non-Compete. The Executive agrees during (i) Unless the period commencing on Majority Shareholders otherwise consent in writing, the date hereof Principal and ending twentythe Co-four Founder (24a) months following shall devote his full time and attention to the conclusion business of the Term Group Companies and will use his best efforts to develop the business and interests of such entities until the first anniversary of the consummation of the Qualified IPO, unless his earlier resignation or an alternative arrangement is approved by the Majority Shareholders, and (b) so long as the "NonPrincipal or the Co-Compete Period")Founder is a director, officer, employee or a direct or indirect holder of Equity Securities of a Group Company and for two (2) years after the Principal or the Co-Founder is no longer a director, officer, employee or a direct or indirect holder of Equity Securities of a Group Company, shall not, and shall cause his Affiliate and Associate not to, directly or indirectly (including through any affiliate)indirectly, (ai) compete with Company own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or its subsidiaries otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that is related to the business of the any Group Company or its subsidiaries as conducted on otherwise competes with the last date Group Companies (a “Restricted Business”); provided, however, that the restrictions contained in this clause shall not restrict the acquisition by the Principal or the Co-Founder, directly or indirectly, of less than one percent (1%) of the Term then outstanding share capital of any publicly traded company engaged in a Restricted Business, (ii) solicit any Person who is or has been at any time a customer of the "Business") Group for the purpose of offering to such customer goods or services similar to or competing with those offered by any Group Company, or canvass or solicit any Person who is or has been at any time a supplier or licensor or customer of any Group Company for the purpose of inducing any such Person to terminate its business relationship with such Group Company, or (biii) (other than as a solicit or entice away or endeavour to solicit or entice away any director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor consultant or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision employee of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or Group Company. (ii) debt instruments The Principal and the Co-Founder expressly agree that the limitations set forth in this Section are reasonably tailored and reasonably necessary in light of the circumstances. Furthermore, if any provision of this Section is more restrictive than permitted by the Laws of any privately owned entityjurisdiction in which a Party seeks enforcement thereof, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect then this Section will be enforced to both clauses (i) and (ii), such ownership represents a personal investment the greatest extent permitted by Law. Each of the undertakings contained in this Section shall be enforceable by each Group Company and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any Investors separately and independently of the foregoingright of the other Group Companies.

Non-Compete. (i) The Executive agrees during Founder hereby undertakes and the Warrantors shall cause the Founder to undertake to the Company and the Investors that for a period commencing on as long as the Founder holds any position of chairman, director or management personnel in any Group Company, and at any time prior to the third anniversary from the date hereof and ending twenty-four he ceases to hold such position in any Group Company (24) months following whichever is later), he will not, without the conclusion prior written consent of the Term holders of at least 75% of the voting power of the then outstanding Series A-2 Preferred Shares, Series A-3 Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares (voting together as a single class and calculated on as-converted basis) either on his own account or through any of his Affiliates or in conjunction with or on behalf of any other Person: (1) Unless the "Non-Compete Period")employment of the Founder is terminated by any Group Company without Cause, not tocarry on or be engaged, concerned or interested directly or indirectly (including through any affiliate)whether as shareholder, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, partner, agent, consultantadvisor or otherwise carry on any business in direct competition with the primary business then operated by the Group Companies in the PRC and any other geographic territory in which the Group Companies then actively operate (except for the Founder’s interest in 湖北蔚来长江新能源产业发展基金合伙企业（有限合伙）); (2) Solicit or entice away or attempt to solicit or entice away from any Group Company, shareholderany Person who is or shall at any time within twelve (12) months prior to such solicitation have been a customer, member client, representative or manager agent of such Group Company or in the Business habit of dealing with such Group Company; or (3) Employ, solicit or entice away or attempt to employ, solicit or entice away from any Group Company, any person who is or shall have been at the Companydate of or within twelve (12) as months prior to such cessation an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor consultant or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision employee of any services that are the same as, substantially similar to such Group Company whether or competitive with the services that the Company or any not such person would commit a breach of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end contract by reason of the Term leaving such employment (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more other than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act advertisements of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or general circulation). (ii) debt instruments Each and every obligation under this Section 12.19 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer obligation or public company, if, with respect to both clauses (i) and (ii)obligations being or becoming unenforceable in whole or in part, such ownership represents a personal investment part or parts which are unenforceable shall be deleted from such section and any such deletion shall not affect the enforceability of the remainder parts of such section. (iii) If any restrictions in this Section 12.19 shall be adjudged to be invalid or unenforceable as being in excess of what is reasonably required for the protection of the Group or the Investors, but would be valid if parts of this Section were deleted or the scope herein reduced, all restrictions in this Section shall apply with such modifications as may be necessary to make them legally valid and effective. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall cause each Key Employee of the Group Companies to comply with the non-compete agreement executed between such Key Employee and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingrelevant Group Company.

Non-Compete. The A. Unless Executive’s employment is terminated by the Company as a result of an Involuntary Termination, Executive agrees during the will not, for a period commencing on the date hereof and ending twenty-four of one (241) months year following the conclusion Date of Termination, either directly or indirectly, as principal, agent, owner, employee, partner, investor, stockholder (other than solely as a holder of not more than 1% of the Term (the "Non-Compete Period"issued and outstanding shares of any public entity), not toconsultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly (including through indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any affiliate), (a) compete with Company Person carrying on or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate engaged in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially is similar to or competitive with the services that business conducted by the Company or any of its subsidiaries, whether with respect to customers, sources of supply or otherwise. B. Executive covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for one (1) year thereafter, Executive shall not, directly or indirectly, for himself or for any other Person: (1) solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries was selling or providing affiliates, any customer or client; (2) attempt to direct or solicit any customer or client away from the Company or any of its subsidiaries or affiliates; or (3) interfere with, entice away or otherwise attempt to the Executive's knowledge, actively planning to sell induce any person who is then or provide, during the twelve has been within six (6) months preceding the end prior thereto an employee of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed Company or any of its subsidiaries or affiliates to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete terminate his/her employment with the Company or any of its subsidiariessubsidiaries or affiliates. The foregoing Executive represents to and agrees with the Company that the enforcement of the restrictions shall contained in Paragraph 8 and Paragraph 9 (i.e., the Non-Disclosure, Non-Disparagement and Non-Compete provisions of this Agreement) would not be construed unduly burdensome to prohibit Executive and that such restrictions are reasonably necessary to protect the ownership legitimate interests of the Company. Executive agrees that the remedy of damages for any breach by the Executive of (i) the provisions of either of these paragraphs may be inadequate and that the Company shall be entitled to seek injunctive relief, without posting any bond, and Executive agrees not more than three percent (3%) to oppose granting of such relief on the grounds that monetary damages would adequately compensate the Company. This Paragraph 9 constitutes an independent and separable covenant that shall be enforceable notwithstanding any class right or remedy that the Company may have under any other provision of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange this Agreement or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingotherwise.

Non-Compete. The In consideration of the covenants of the Company and ----------- the Executive hereunder, Executive hereby agrees that, until the latest of: (i) while Executive is employed during the period commencing on the date hereof and ending twenty-four Term, (24ii) months following the conclusion of during such time after the Term as Executive is employed by the Company, (iii) while Executive is receiving Severance Benefits pursuant to this Agreement, or (iv) for a period of one year after Executive's termination of employment for any reason, he will not, unless authorized in writing to do so by the "Non-Compete Period"), not toCompany, directly or indirectly (including through own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any affiliate), (a) compete manner with Company any business which directly or its subsidiaries or the indirectly competes with any line of business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling affiliates; provided, that nothing in this paragraph shall prohibit Executive after termination of his employment from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or providing or, to in the over-the-counter market. Executive agrees that for a period ending on the second anniversary after Executive's knowledgetermination of employment hereunder for any reason, actively planning to sell or provide, during the twelve months preceding the end Executive will not (x) recruit any employee of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed affiliates or solicit or induce, or attempt to prohibit solicit or induce, any employee of the ownership Company or any of its affiliates to terminate his or her employment with, or otherwise cease his or her relationship with, the Company or any of its affiliates, or (y) solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company or any of its affiliates that were contracted, solicited or served by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to while employed by the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange Company or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingaffiliates.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24i) months following the conclusion Each of the Term Management Shareholders hereby undertakes, and the Covenantors shall cause each of the Key Employees to undertake, to the Company and the Preferred Shareholders that for as long as he is employed by any Group Company and a period of two (the "2) years thereafter (“Non-Compete competition Period"”), not tohe will not, without the prior written consent of the Preferred Shareholder Majority, either on his own account or through any of his Affiliates or in conjunction with or on behalf of any other Person: (a) Carry on or be engaged, concerned or interested directly or indirectly (including through any affiliate), (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries whether as conducted on the last date of the Term (the "Business") or (b) shareholder (other than as a holder of less than 1% of the outstanding capital stock of a public traded company), director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholderagent or otherwise carry on any business in direct competition with the primary business then operated by the Company in the PRC and any other geographic territory in which the Company then actively operates; (b) Solicit or entice away or attempt to solicit or entice away from any Group Company, memberthe custom of any person, equity holderfirm, company or organization who is or shall at any time within twelve (12) months prior to such cessation have been a customer, client, representative, agent or correspondent of such Group Company or in the habit of dealing with such Group Company; or (c) Employ, solicit or entice away or attempt to employ, solicit or entice away from any Group Company any person who is or shall have been at the date of or within twelve (12) months prior to such cessation an officer, director, manager, employeeconsultant or employee of any such Group Company whether or not such person would commit a breach of contract by reason of leaving such employment (other than pursuant to advertisements of general circulation). (ii) Each of the Management Shareholders hereby undertakes, consultantand the Covenantors shall cause each of the Key Employees to undertake, independent contractorto the Company and the Preferred Shareholders that neither he nor any of his Affiliates will at any time hereafter, joint venturerin relation to any trade, investor business or lender or otherwisecompany, participate use in contravention of Law any business or enterprise engaged anywhere trade name or any permutation, combination, derivation or part thereof now or hereafter used by any Group Company in its name or in the United States in the provision name of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling products, services or providing ortheir derivative terms, or the Chinese or English equivalent or any similar word in such a way as is likely to be confused with the Executive's knowledgename of any Group Company or the product or services or any other products or services of any Group Company, actively planning and shall use all reasonable endeavors to sell procure that no such name shall be used by any of his Affiliates. (iii) Each and every obligation under this Section 7.11 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or provideobligations being or becoming unenforceable in whole or in part, during such part or parts which are unenforceable shall be deleted from such section and any such deletion shall not affect the twelve months preceding the end enforceability of the Term remainder parts of such section. (eachiv) If any restrictions in this Section 7.11 shall be adjudged to be invalid or unenforceable as being in excess of what is reasonably required for the protection of the Group or the Shareholders, a "Competing Business")but would be valid if parts of this Section 7.11 were deleted or the scope herein reduced, provided all restrictions in this Section 7.11 shall apply with such modifications as may be necessary to make them legally valid and effective. (v) The Management Shareholders hereby covenant that this clause each of them shall continue to devote all of his working time to managing the business and operations of the Group, and shall not, without the prior written consent of the Preferred Shareholder Majority, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person, (a) possess, directly or indirectly, the power to direct or cause the direction of the management and business operation of any other entity (A) through the ownership of any equity interest in such entity, (B) by occupying half or more of the board seats of such entity, or (C) by contract or otherwise; or (b) shall not be construed devote time to prevent carry out the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) business operation of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned other entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing.

Non-Compete. The Executive agrees during During the period commencing on the date hereof Employment Period and ending twenty-four for two (242) months years following the conclusion termination of the Term Employee's employment hereunder, however caused (the "Non-Compete Restricted Period"), not toEmployee shall not, directly or indirectly indirectly, (including through A) within the State of Ohio, (B) in any affiliateother state in which Employer has actively engaged in the Company Business during any part of the term of Employee's employment with Employer, and (C) with respect to any customer or supplier with whom Employer has had material dealings during any part of the term of Employee's employment with Employer, compete with Employer in any manner, on behalf of himself or any other person, firm, business, corporation or other entity (each such other person, firm, business or other entity being referred to hereinafter as a "Person"), including, without limitation, that Employee shall not (ai) compete with Company or its subsidiaries or the business of engage in the Company Business for his own account; (ii) except for employment of Employee by Employer or an affiliate of Employer, enter the employ of, or render any services to, any Person engaged in the Company Business; (iii) request or instigate any account or customer of Employer to withdraw, diminish, curtail or cancel any of its subsidiaries as conducted on the last date of the Term (the "Business") business with Employer, or (biv) (other than as a director, employee, agent, consultant, shareholder, member or manager of become interested in any Person engaged in the Company Business or the Company) as an individual proprietorowner, partner, shareholder, member, equity holder, officer, director, managerlicensor, licensee, principal, agent, employee, consultanttrustee, independent contractor, joint venturer, investor consultant or lender or otherwise, participate in any business other relationship or enterprise engaged anywhere in the United States in the provision capacity; provided, however, that Employee may own, directly or indirectly, solely as an investment, securities of any services that corporation which are the same aspublicly-traded if he (A) is not a controlling person of, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary member of a Competing Business if the Executive's services to group which controls, such division corporation, or subsidiary do (B) does not, in factdirectly or indirectly, compete with the Company own 1% or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class such corporation. In the event of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments Employee's breach of any privately owned entityprovision of this paragraph 9, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any running of the foregoingRestricted Period shall be automatically tolled (i.e., no part of the Restricted Period shall expire) from and after the date of the first such breach.

Non-Compete. The Executive agrees during Unless the period commencing on Preferred Holders Majority otherwise consents in writing, the date hereof Principal (a) shall devote his or her full time and ending twenty-four (24) months following attention to the conclusion business of the Term Group Companies and will use his or her best efforts to develop the business and interests of the Group Companies until the first anniversary of the consummation of the Qualified IPO, unless his or her earlier resignation or an alternative arrangement is approved by the Preferred Holders Majority, and (b) so long as the "Non-Compete Period")Principal is a director, officer, employee or a direct or indirect holder of Equity Securities of a Group Company and for two years after the Principal is no longer a director, officer, employee or a direct or indirect holder of Equity Securities of a Group Company, shall not, and shall cause his Affiliate or Associate not to, directly or indirectly (including through any affiliate)indirectly, (ai) compete with Company own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or its subsidiaries otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that is related to the business of the any Group Company or its subsidiaries as conducted on otherwise competes with the last date Group Companies (a “Restricted Business”); provided, however, that the restrictions contained in this clause (i) shall not restrict the acquisition by the Principal, directly or indirectly, of less than 1% of the Term outstanding share capital of any publicly traded company engaged in a Restricted Business, (ii) solicit any Person who is or has been at any time a customer of the "Business") Group for the purpose of offering to such customer goods or services similar to or competing with those offered by any Group Company, or canvass or solicit any Person who is or has been at any time a supplier or licensor or customer of any Group Company for the purpose of inducing any such Person to terminate its business relationship with such Group Company, or (biii) (other than as a solicit or entice away or endeavour to solicit or entice away any director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, directorconsultant or employee of any Group Company. The Principal expressly agrees that the limitations set forth in this Section are reasonably tailored and reasonably necessary in light of the circumstances. Furthermore, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in if any business or enterprise engaged anywhere in the United States in the provision of this Section is more restrictive than permitted by the Laws of any services that are the same asjurisdiction in which a Party seeks enforcement thereof, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, then this Section will be enforced to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end greatest extent permitted by Law. Each of the Term (each, a "Competing Business"), provided that undertakings contained in this clause (b) Section shall not be construed to prevent the Executive from being employed enforceable by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the each Group Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any Investor separately and independently of the foregoingright of the other Group Companies and the other Investors.

Non-Compete. The Executive agrees during Unless the period commencing on Requisite Preferred Holders otherwise consent in writing, each Principal (a) shall devote his full time and attention to the business of the Group Companies and will use his best efforts to develop the business and interests of the Group Companies until the first anniversary of the date hereof and ending twenty-four (24) months following the conclusion of the Term completion of the Qualified IPO (unless such Principal’s earlier resignation is approved by the "Non-Compete Period"Requisite Preferred Holders), and (b) so long as such Principal is a director, officer, employee or a direct or indirect holder of Equity Securities of a Group Company and for a period of one (1) year after such Principal is no longer a director, officer, employee or a direct or indirect holder of Equity Securities of a Group Company, shall not, and shall cause his Affiliate or Associate not to, directly or indirectly indirectly, (including through i) own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any affiliateinterest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that is related to the business of any Group Company or otherwise competes with the Group Companies (a “Restricted Business”); (provided, however, that the restrictions contained in this clause (i) shall not restrict the acquisition by such Principal, directly or indirectly, of less than 5% of the outstanding share capital of any publicly traded company engaged in a Restricted Business), (aii) compete with Company solicit any Person who is or its subsidiaries or the business has been at any time a customer of the Group for the purpose of offering to such customer goods or services similar to or competing with those offered by any Group Company, or canvass or solicit any Person who is or has been at any time a supplier or licensor or customer of any Group Company or for the purpose of inducing any such Person to terminate its subsidiaries as conducted on the last date of the Term (the "Business") business relationship with such Group Company, or (biii) (other than as a solicit or entice away or endeavour to solicit or entice away any director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, directorconsultant or employee of any Group Company. The Principals expressly agree that the limitations set forth in this Section are reasonably tailored and reasonably necessary in light of the circumstances. Furthermore, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in if any business or enterprise engaged anywhere in the United States in the provision of this Section is more restrictive than permitted by the Laws of any services that are the same asjurisdiction in which a Party seeks enforcement thereof, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, then this Section will be enforced to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end greatest extent permitted by Law. Each of the Term (each, a "Competing Business"), provided that undertakings contained in this clause (b) Section shall not be construed to prevent enforceable by each Group Company and each Investor separately and independently of the Executive from being employed by a division or a subsidiary right of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment other Group Companies and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingInvestors.

Non-Compete. The Executive agrees during (i) During the period commencing on the date hereof and ending twenty-four (24) months following the conclusion term of the Term Employee’s employment by the Company, neither the Employee nor any other person or entity with the Employee’s assistance nor any entity in which the Employee directly or indirectly has any interest of any kind (without limitation) will, anywhere in the "Non-Compete Period"), not toworld, directly or indirectly, own, manage, operate, control, be employed by, solicit sales for, invest in, participate in, advise, consult with, or be connected with the ownership, management, operation, or control of any business which is engaged, in whole or in part, in the Business, or any business that is competitive therewith or any portion thereof, except for the exclusive benefit of the Company. (ii) For a period of two years after termination of the Employee’s employment by the Company, neither the Employee nor any other person or entity with the Employee’s assistance nor any entity in which Employee directly or indirectly has any interest of any kind (including through without limitation) will, anywhere in the world, directly or indirectly, own, manage, operate, control, be employed by, solicit sales for, invest in, participate in, advise, consult with, or be connected with the ownership, management, operation, or control of any affiliate)business which is engaged, in whole or in part, in the Business, or any business that is competitive therewith or any portion thereof, except that this covenant will not prevent the Employee from assuming any position in which the Employee provides legal advice or counsel pursuant to an attorney-client relationship, subject to the restrictions set forth below. (aiii) compete Following termination of the Employee’s employment by the Company, if the Employee assumes a position in which the Employee provides legal advice or counsel pursuant to an attorney-client relationship, the Employee will comply with Company or its subsidiaries or all rules of ethics and professional responsibility governing the business legal profession. Specifically, but without limiting the foregoing, the Employee will not reveal information relating to the Employee’s prior representation of the Company unless the Company consents after consultation. The Employee will not represent any party in the same or its subsidiaries as conducted on substantially related matters in which that party’s interests are materially adverse to the last date interests of the Term (Company, unless the "Business") or (b) (other than as a directorCompany consents after consultation. Further, employee, agent, consultant, shareholder, member or manager the Employee will not use information relating to the Employee’s prior representation of the Business or Company to the disadvantage of the Company. (iv) as an individual proprietorThe Employee will not be deemed to have breached the provisions of this Section 5(c) solely by reason of holding, partnerdirectly or indirectly, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end not greater than 2% of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary outstanding securities of a Competing Business if the Executive's services to such division company listed on or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having through a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingexchange.

Non-Compete. The Executive agrees during (a) During the Term of Employment and, unless Employee’s employment is terminated for the reason set forth in Section 4(a) above (i.e., Expiration Date), in which case this Section 7(a) shall terminate automatically and without notice, for a period commencing on the date hereof and ending twenty-four of six (246) months following the conclusion last day of Employee’s employment by the Company, Employee will not, either directly or indirectly, as principal, agent, owner, employee, partner, investor, shareholder (other than solely as a holder of not more than 1% of the Term (the "Non-Compete Period"issued and outstanding shares of any public corporation), not toconsultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in the hotel or casino business in or within one hundred (including through any affiliate), (a100) compete with Company or its subsidiaries or the business miles of the Company or its subsidiaries Stratosphere Hotel and Casino. Notwithstanding the foregoing, nothing in this Agreement will prohibit Employee from investing in the securities of private companies in which he does not participate in the management (either as conducted on the last date of the Term (the "Business") or (b) (other than as a director, an employee, agent, consultant, shareholder, member officer or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause such investment has been cleared in accordance with all investment or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies applicable to Employee . (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete Employee covenants and agrees with the Company and its subsidiaries that, during Employee’s employment by the Company and for one (1) year following the last day of Employee’s employment by the Company, Employee shall not directly, or indirectly, for himself or for any other Person: (i) solicit, interfere with or endeavor to entice away from the Company, any Designated Affiliate or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit their subsidiaries or affiliates, any customer, client or any Person in the ownership by the Executive habit of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, dealing with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing; (ii) interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Company, any Designated Affiliate or any of their subsidiaries or affiliates; or (iii) advise any Person not to do business with the Company, any Designated Affiliate or any of their subsidiaries or affiliates. Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 6 and Section 7 (the Non-Disclosure and Non-Compete sections respectively) would not be unduly burdensome to Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. Employee agrees that the remedy of damages for any breach by Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. In the event the terms of this Section 7 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, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion In consideration of the Term (mutual terms and agreements set forth herein the "Non-Compete Period")Executive hereby agrees that while employed by the Company, not tothe Executive will not, unless authorized in writing to do so by the Company, directly or indirectly (including through own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any affiliate)substantial manner with, (a) compete any business in North America which directly or indirectly competes with Company or its subsidiaries or the any line of business of the Company or its subsidiaries as conducted on the last date of the Term subsidiaries; provided, that nothing in this subsection (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (bii) shall not be construed to prevent prohibit the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services acquiring up to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three five percent (35%) of any class of outstanding equity securities of any corporation having a class of whose equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any a national securities exchange or in the "over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the market." The Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising also agrees that following the Executive's rights as a debt termination of employment and until the first anniversary of the Executive's Date of Termination, the Executive will not (x) recruit any employee of the Company or equity holderits subsidiaries or solicit or induce, or seek attempt to do solicit or induce, any employee of the Company or its subsidiaries to terminate his or her employment with, or otherwise cease his or her relationship with, the Company or its subsidiaries, provided that this will not preclude hiring any person who contacts the Executive for employment and who has not been employed by the Company or its subsidiaries at any time during the preceding six months; or (y) solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the foregoingclients, customers or accounts, or prospective clients, customers or accounts, of the Company or its subsidiaries that were contacted, solicited or served by the Executive while employed by the Company or its subsidiaries.

Non-Compete. The Executive agrees that, during the period commencing term of her employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause or termination by Executive for Good Reason or otherwise, Executive will not, for herself, as an agent, employee, contractor or owner, or on the date hereof and ending twenty-four (24) months following the conclusion behalf of the Term (the "Non-Compete Period"), not toanother person or entity, directly or indirectly (including through indirectly, engage in any affiliate)“Prohibited Position” with any “Competing Business.” For purposes of this Agreement, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries “Prohibited Position” shall mean any position, whether as conducted on the last date of the Term (the "Business") or (b) (other than as a principal, agent, officer, director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holderor otherwise: (i) where Executive will be engaged in the management, officersale, directordevelopment, manageror marketing of products or services of the type provided by any Employer Entity; and (ii) during employment with Employer, employeeExecutive was privy to or given access to proprietary and/or confidential business information of Employer concerning any Employer Entity’s management, consultantstrategy, independent contractorperformance, joint venturersale, investor development or lender marketing of that type of product or service and/or was involved in maintaining the Employer Entities' customer relationships or goodwill; “Competing Business” shall mean any person, corporation or other entity which engages in the marketing and/or sale of: (i) retail banking products in the Restricted Territory, including, for example, personal and business accounts, private banking, business banking, loans, lines of credit, mortgages, and other investment or financial products; or (ii) any other product or service of the Employer Entities, currently and in the future, in the Restricted Territory, in which Executive had involvement, and/or about which Executive learned of, and/or may have acquired any knowledge about, while employed by Employer; and “Restricted Territory” shall mean any county in which any Employer Entity maintains an office or branch and any county which is contiguous to such a county. During the term of her employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause, or termination by Executive for Good Reason or otherwise, participate in Executive also agrees not to enter into, consult about, or become involved with any business or enterprise engaged anywhere in the United States in the provision transactions that she learned and/or became aware of any services that are the same as, substantially similar to or competitive through her employment with the services Employer. Executive acknowledges that the Company or any foregoing restrictions are properly limited so that they will not interfere with her ability to earn a livelihood and that such restrictions are reasonable and necessary to protect the Employer Entities' legitimate business interest, including the protection of its subsidiaries was selling or providing orconfidential and trade secret information. In exchange for the consideration set forth in this Agreement, Executive agrees to be bound by the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end terms of the Term (each, a "Competing Business"), provided that this clause (b) Section 3.06. The foregoing covenants shall not be construed deemed to prevent the prohibit Executive from being employed by a division or a subsidiary acquiring as an investment not more than five percent (5%) of the capital stock of a Competing Business if the Executive's services to such division or subsidiary do notBusiness, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly whose stock is traded on any a national securities exchange or over-the-counter market or (ii) debt instruments through an automated quotation system of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingregistered securities association.

Non-Compete. a. The Executive Employee hereby acknowledges and recognizes the highly competitive nature of the businesses of the Talon Automotive Group and accordingly agrees in consideration hereof, during the period commencing on the date hereof and ending twenty-four (24) months following Employee is employed by the conclusion Company or any member of the Term Talon Automotive Group and thereafter for the longer of two (2) years or that period in which the "Non-Compete Period")Employee is entitled to any payments pursuant to the terms hereof, for purposes of this Agreement, he will not to, directly or indirectly (including through except as a passive investor in less than one (1%) percent of the outstanding capital stock of a publicly traded corporation or in his capacity as an employee of the Company): i. conduct, engage in, have an interest in, or aid or assist any affiliate)person or entity in conducting, engaging or having an interest in (whether as an owner, principal, lender, stockholder, partner, employer, employee, consultant, officer, director or otherwise) anywhere within the Territory (as hereinafter defined): (a) compete any business or enterprise (whether or not for profit) which offers or performs any services which are the same as or similar to or competitive with those now or hereafter provided by the Company or its subsidiaries any member of the Talon Automotive Group; or (b) any business or enterprise (whether or not for profit) which develops, manufactures or sells any products which are the same as or in any manner similar to or competitive with those developed, manufactured or sold the Company or any member of the Talon Automotive Group; or (c) any other business or enterprise (whether or not for profit) which is competitive with the business of the Company or its subsidiaries as conducted on the last date any member of the Term (the "Business") Talon Automotive Group; ii. Solicit, divert, take away, interfere with or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in accept any business from any customers, suppliers, trade or enterprise engaged anywhere in the United States in the provision patronage of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end member of the Term (eachTalon Automotive Group, a "Competing Business"), provided that this clause (b) shall not be construed or take any actions which are materially adverse to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services materially injurious to such division or subsidiary do not, in fact, compete with the Company or any member of its subsidiariesthe Talon Automotive Group or which materially and adversely affect the business of the Company or any member of the Talon Automotive Group or their relationships with their employees, customers or suppliers; or iii. The foregoing restrictions shall not be construed Engage, employ, attempt to prohibit engage or employ or solicit for engagement or employment any employee or sales representative of the ownership by Company or any member of the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange Talon Automotive Group, or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations induce or otherwise take part advise any employee or sales representative to leave the employ or engagement of the Company or any member of the Talon Automotive Group or to engage in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingactivities prohibited hereby. b. For purposes hereof, the "Territory" shall mean and include the United States of America, Canada and Mexico. c. It is expressly understood and agreed that although the Employee and the Company consider the provisions hereof, including the restrictions as to Territory set forth in this Section above to be reasonable for the purpose of preserving for the Company and each Affiliated Group, their businesses and goodwill and other proprietary rights. d. Notwithstanding anything to the contrary in this Agreement, in the event of a violation of any of the covenants set forth in this Section 5 by the Employee, the Company shall have all of the remedies set forth in Section 4(c)(iii) hereof; provided, however, the remedies

Non-Compete. The 7.1 In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then Section 7.2 will apply to Executive. In the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of Section 7.2 will apply to Executive. All other provisions of Section 7 will apply to Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion regardless of the Term reason for termination of the term of employment. 7.2 Executive will not, during Executive’s term of employment and for a period of two (2) years after the "Non-Compete Period"), not toTermination Date, directly or indirectly (including through i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any affiliatecorporation the capital stock of which is publicly traded), (a) compete employee, consultant, volunteer or otherwise, with Company or its subsidiaries without pay, in any activity or business venture anywhere within the continental United States that is competitive with the business of the Company and/or Hanger (including any direct or its subsidiaries as conducted indirect subsidiary of Hanger) on the last date Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Term Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on his own account or for any Person, firm, corporation or other organization, regardless of whether the "Business"Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, patients, clients or customers of the Company and/or Hanger (bincluding any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date for the purpose of competing with the business of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on his own account or for any other than Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date, unless such Person’s employment was terminated by the Company and/or Hanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who is or may be likely to be in possession of any Confidential Information. Executive agrees that the restraint imposed under this Section 7 is reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.3 Since a material purpose of this Agreement is to protect the Company’s investment in Executive and to secure the benefits of Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.4 Executive specifically authorizes and permits the Company to provide any Person with which Executive serves (or may serve) as an employee, agentdirector, owner, stockholder, consultant, shareholder, member partner (limited or manager general) or otherwise with a copy of this Agreement or a general description of some or all of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision terms of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingAgreement.

Non-Compete. The Executive agrees during (a) Employee acknowledges and recognizes the period commencing on the date hereof and ending twenty-four (24) months following the conclusion highly competitive nature of the Term Company’s business and that Employee’s duties hereunder justify restricting Employee’s further employment. The Employee agrees that so long as the Employee is employed by the Company, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the "Non-Compete Period")Company’s business under contract, not todoing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly (including through indirectly, solicit or induce, or enter into any affiliate)discussions that would have the effect of soliciting or inducing, (a) compete with any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or its subsidiaries or the business any of Company’s affiliates to leave the Company or its subsidiaries as conducted on the last date such affiliate of the Term Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the "Business"termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or (b) (other than indirectly, either as a directorprincipal, agent, employee, agentemployer, consultant, shareholderpartner, member or manager of the Business or the Company) as an individual proprietora limited liability company, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary shareholder of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall company that does not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity have securities registered pursuant to under the Securities Exchange Act of 1934, as amended (the “1934 (Act”), or shareholder in excess of one percent of a "public company") company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are publicly owned and regularly traded listed on any a national securities exchange or over-the-counter market registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. Occasional consulting (with regards to Tipperary Corporation) by Employee, as the former CFO of Tipperary Corporation, when provided to Tipperary Corporation or its affiliates shall not constitute a breach of the covenant set forth under (iiiv) debt instruments above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any privately owned entityparticular portion of this paragraph shall be adjudicated to be invalid or unenforceable, governmental entitythis paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, governmental entity, quasi-governmental entity, bond issuer or public company, if, such amendment and deletion to apply only with respect to both clauses the operation of paragraph in the particular jurisdiction in which that adjudication is made. (ib) and (ii)In the event that Employee’s employment with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of 12 months following the date of termination, however, such ownership represents a personal investment and the Executive does not either directly or indirectly in provisions will be limited geographically to any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holderareas that Company is currently developing, or seek any areas that Company has, during the 12 month period prior to do any the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the foregoingtermination of Employee’s employment pursuant to Section 8(a) below, provide Employee with a list of areas to which Section 7(a) is limited.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period commencing on the date hereof and ending of twenty-four (24) months following after the conclusion of the Term (the "Non-Compete Period"), not toTermination Date, directly or indirectly (including through any affiliate)i) engage, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries whether as conducted on the last date of the Term (the "Business") or (b) principal, agent, investor, representative, stockholder (other than as a director, employee, agent, consultant, shareholder, member or manager the holder of not more than five percent (5%) of the Business stock or equity of any corporation the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, managercapital stock of which is publicly traded), employee, consultant, independent contractor, joint venturer, investor or lender volunteer or otherwise, participate with or without pay, in any activity or business or enterprise engaged venture anywhere in within the contiguous United States in the provision of any services that are the same as, substantially similar to or is competitive with the services that Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its subsidiaries was selling affiliates’ service; (iii) solicit or providing orentice or endeavor to solicit or entice away any of the referral sources, to clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete ’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its subsidiariesaffiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The foregoing restrictions Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be construed to prohibit an adequate remedy for any breach of the ownership provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingprovisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), not to, directly or indirectly (including through any affiliate), (a) compete Employee agrees that during Employee’s employment with Company or its subsidiaries or the business of the Company and for (x) 18 months thereafter if Employee’s employment with the Company is terminated prior to a Change in Control (as defined in Section 10(a) below) or its subsidiaries after the Change in Control Period (as conducted on the last date of the Term (the "Business"defined in Section 9(a) below) or (by) six months thereafter if Employee’s employment with the Company is terminated during the Change in Control Period (other than so long as a directorthe Company makes severance payments to Employee pursuant to Section 7(a) below, employeeor makes the payments to Employee pursuant to Section 9(a) below, agentas appropriate, consultant, shareholder, member or manager without the prior written consent of the Business Company, Employee shall not, within the United States: (i) be employed by, or the Companyrender any services to, (A) as an individual proprietorany person, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor firm or lender or otherwise, participate in any business or enterprise corporation engaged anywhere in the United States contract production or repair of aircraft parts or any other business (“Competitive Business”), which is directly in the provision of competition with any services that are the same as, substantially similar to or competitive with the services that “material” business conducted by the Company or any of its subsidiaries at the time of the termination of Employee’s employment with the Company (as used herein “material” means a business which generated at least 10% of the Company’s consolidated revenues for the last full fiscal year for which the Company’s audited financial statements are available) or (B) any of the Company’s customers or other persons with whom the Company has a contractual relationship; (ii) engage in any Competitive Business for her or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was selling employed or providing orretained by the Company while Employee was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Executive's knowledgeCompany, actively planning to sell for the benefit of a Competitive Business, any of its customers or provideother persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from investing her personal assets in any manner she chooses, provided, however, that Employee may not, during the twelve months preceding the end period referred to in this Section 6(a), own more than 4.9% of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class Competitive Business. (b) Employee acknowledges and agrees that the Company would be irreparably harmed by violations of equity securities registered pursuant Section 4 or Section 6(a) above, and in recognition thereof, the Company shall be entitled to the Securities Exchange Act an injunction or other decree of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, specific performance with respect to both clauses any violation thereof (iwithout any bond or other security being required) in addition to other available legal and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingequitable remedies.

Non-Compete. The Executive agrees during In exchange for the period commencing on consideration to be paid or provided to the date hereof Employees by Imtek hereunder and ending twenty-four (24) months following the conclusion so long as Imtek performs such obligations, each of the Term (the "Non-Compete Period")Employees, not tojointly and severally, covenant and agree that he/she will not, directly or indirectly (including through any affiliateexcept as is expressly permitted in this Agreement), for a period of one year from the date of this Agreement: (ai) compete with Company solicit or its subsidiaries cause or permit any person controlled by either Employee to solicit in any way the business services of any employee, officer or director of Imtek regardless of the Company function of such Imtek employee or, at any time, defame or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company slander Imtek or any of its subsidiaries was selling shareholders, directors, affiliates, officers, employees, or providing agents; or, (ii) use any confidential or proprietary information (within the meaning of this Agreement) or any other non-public information relating to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company Imtek or any of its subsidiaries, to solicit any person, business or other entity who or which is or was a client or customer of Imtek at any time since April 22, 1997. The foregoing restrictions shall not be construed Each of the Employees agree, within seven (7) calendar days of the execution of this Agreement, to prohibit deliver to Imtek all documents, contracts, agreements and other written material, magazine and other advertisements and promotional material, memoranda, records, notes, disclosure matters, and other materials in their possession or control, whether prepared by them or others, that relate to Imtek or are or were used in connection with the ownership by the Executive business or operations of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control Imtek. Employees may retain copies of any such privately owned entitydocuments Employees in good ▇▇▇▇▇ ▇▇▇▇ reasonably necessary for their personal records, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee provided that on the documents returned to Imtek the Employees shall note any documents of its financial obligations or otherwise take part which they have retained any copies. Employees acknowledge Imtek's ownership of such documents. ▇▇▇▇▇▇▇ ▇▇▇▇ may retain possession of his Compaq notebook computer but shall delete therefrom all computer files in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any accordance with this paragraph and may retain copies of the foregoingrecords also in accordance with this paragraph.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), not to, directly or indirectly (including through any affiliate), (a) compete Employee agrees that during Employee’s employment with the Company or its subsidiaries or and for 12 months thereafter so long as the business Company makes severance payments to Employee pursuant to subsections 7(a) below, without the prior written consent of the Company Company, Employee shall not, within the United States: (i) be employed by, or its subsidiaries as conducted on the last date of the Term render any services to, (the "Business"A) any person, firm or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise corporation engaged anywhere in the United States contract production or repair of aircraft parts or any other business (“Competitive Business”), which is directly in the provision of competition with any services that are the same as, substantially similar to or competitive with the services that “material” business conducted by the Company or any of its subsidiaries at the time of the termination of Employee’s employment with the Company (as used herein “material” means a business which generated at least 10% of the Company’s consolidated revenues for the last full fiscal year for which the Company’s audited financial statements are available) or (B) any of the Company’s customers or other persons with whom the Company has a contractual relationship; (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was selling employed or providing orretained by the Company while Employee was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Executive's knowledgeCompany, actively planning to sell for the benefit of a Competitive Business, any of its customers or provideother persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from investing his personal assets in any manner he chooses, provided, however, that Employee may not, during the twelve months preceding the end period referred to in this Section 6(a), own more than 4.9% of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class Competitive Business. (b) Employee acknowledges and agrees that the Company would be irreparably harmed by violations of equity securities registered pursuant Section 4 or Section 6(a) above, and in recognition thereof, the Company shall be entitled to the Securities Exchange Act an injunction or other decree of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, specific performance with respect to both clauses any violation thereof (iwithout any bond or other security being required) in addition to other available legal and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingequitable remedies.

Non-Compete. The Executive agrees (i) Provided that the Closing occurs, then as of the Closing and for a period of three (3) years thereafter (such applicable period, the “Non-Competition Period”), Seller shall not, either directly or indirectly, for Seller’s self or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a “Person”) (A) hire, employ, solicit or recruit to leave the Buyer’s or the Designated Subsidiary’s employ any employee, agent, or contract worker of the Buyer or the Associated Companies (as defined below) with whom Seller had contact during the period commencing on course of Seller’s employment with the date hereof and ending twenty-four Buyer or the Designated Subsidiary; or (24B) months following the conclusion of the Term (the "Non-Compete Period"), not toengage in or otherwise carry on, directly or indirectly (including through either as principal, agent, employee, employer, investor or shareholder) except for investments of no greater than 3% of the total outstanding shares in any affiliatepublicly-traded company in a Competitive Business (as defined below), or act as a contractor, partner, member, financier or in any other individual or representative capacity of any kind whatsoever, of any Competitive Business (as defined below), or act as a contractor, partner, member, financier or in any other individual or representative capacity of any kind whatsoever, of any Competitive Business. (ii) Notwithstanding clause (B) of Section 5(c)(i), Seller may be a principal, agent, employee, employer, investor or shareholder in, and may act as a contractor, partner, member, financier or in any other individual or representative capacity to, either of Pandora Reality LLC or Pandora Arttirilmis ve sanal gerceklik teknolojileri (collectively, together with any Affiliates thereof, “Pandora”), provided that, as of the time of the actions by Seller in such capacity, Pandora is not engaging in any Competitive Business. The exclusion to the limitations set forth in clause (B) of Section S(c)(i) that are set forth in this Section S(c)(ii) shall immediately cease upon Pandora becoming engaged in any Competitive Business. (iii) For purposes of this Agreement, “Competitive Business” shall mean any activity which is competitive with any of the business activities in which, at the time of the Closing or at the time of the cessation of Seller’s employment by the Buyer, (a) the Buyer or the Associated Companies is engaged, (b) to Seller’s knowledge, the Buyer or the Associated Companies is actively developing plans or becomes active in developing plans to be engaged, or (c) any third party that directly benefits from services or products provided by the Buyer or any Associated Company is engaged or becomes, to Seller’s knowledge, actively engaged in developing plans to engage. (iv) References to the “Associated Companies” shall mean the Buyer’s direct and indirect subsidiaries, and any company in which the Buyer has an ownership interest. (v) References to the “Business of the Buyer” shall mean the actual or intended business of the Buyer during the Non-Competition Period. (vi) The “geographic area” applicable to this Section 5(c) is worldwide. Seller agrees that, due to the multi-jurisdictional nature of the businesses of the Buyer and the Associated Companies, a covenant not to compete encompassing this geographic area is reasonable in scope and necessary for the protection of the Buyer’s business and affairs. (vii) Except as otherwise set forth herein, all of the covenants in this Section 5(c) are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 5(c) relating to the time period, scope, or geographic areas of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period, scope, or geographic area, as applicable, that such court deems reasonable and enforceable, then this Agreement shall automatically be considered to have been amended and revised to reflect such determination. (viii) Seller has carefully read and considered the provisions of this Section 5(c) and, having done so, agrees that the restrictive covenants in this Section 5(c) impose a fair and reasonable restraint on Seller and are reasonably required to protect the interests of the Buyer and its officers, directors, employees, and stockholders. (ix) Notwithstanding the forgoing, in the event that Seller’s employment with Company or its subsidiaries or the Buyer is terminated by the Buyer pursuant to Section 5(b) of the Employment Agreement (i.e., termination without cause), then (i) the “Non-Competition Period” shall be one (1) year from the date of termination of employment; and (ii) “Competitive Business” shall mean only the business of the Company Buyer or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a directorAssociated Companies that is carried in with respect to, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate and in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive connection with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingAssigned Assets.

Non-Compete. The Executive agrees during the Neither Seller nor T-3 shall, for a period commencing on the date hereof and ending twenty-four of five (245) months years following the conclusion of the Term (the "Non-Compete Period"), not toClosing Date, directly or indirectly indirectly, for itself or on behalf of or in conjunction with any Person: (including through any affiliate)i) engage, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a an officer, partner, director, shareholder, owner, partner, joint venturer, employee, agentcontractor or in a managerial or advisory capacity, consultantor otherwise, shareholdernor shall it cause or permit any Affiliate, member or manager of the Business or the Company) whether as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturerconsultant, investor or lender advisor, as a sales representative, or otherwisein any other capacity whatsoever, participate in any business offering any services or enterprise engaged anywhere products in competition with the Business, including any territory serviced by Seller in the United States of Texas and Louisiana and each location outside such states where the Seller has, and the Purchaser will continue to, engage in the provision Business is defined to be the “Territory” for purposes of this Agreement; (ii) call upon any services person or entity who is, at that are time, or has been, within two (2) years prior to that date, within the same asTerritory, substantially similar to an employee or competitive with the services that the Company agent of Purchaser or any of its subsidiaries was selling Affiliates for the purpose or providing or, to with the Executive's knowledge, actively planning to sell intent of enticing such employee away from or provide, during the twelve months preceding the end out of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary employ of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company Purchaser or any of its subsidiaries. The foregoing restrictions Affiliates; (iii) disclose to any person or entity any confidential information of Purchaser including, without limitation, customer or supplier lists, pricing information, purchasing information or employee information (“Confidential Information”); (iv) call upon any person or entity who is, at that time, or has been, within two (2) years prior to that time, a customer or supplier of Purchaser or any of its Affiliates within the Territory for the purpose of soliciting or selling services or products in competition with Purchaser or any of its Affiliates within the Territory; or (v) solicit for employment or employ any employee of Purchaser; provided, however, nothing in this Section 8.11 or elsewhere in this Agreement, and no duties otherwise implied under law or in equity as between the parties hereto, shall restrict T-3 and its Affiliates from continuing to operate their respective businesses in the manner historically operated prior to the date of this Agreement (other than to the continued operation of the Business), including, but not be construed to prohibit the ownership by the Executive of limited to, (i) not more than three percent (3%) calling upon, selling to, or buying from any customers or suppliers of any class the Business if such persons or their Affiliates are also customers or suppliers of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned T-3 and/or its Affiliates and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments selling the Excluded Inventory to any third party, including customers and suppliers of the Business; provided, however, T-3 and its Affiliates shall be restricted from breaching the provisions set forth in Section 8.11(a)(ii) and (iii). Further, if T-3, or any privately owned entitymaterial portion of T-3, governmental entityis acquired by a third party or if there is a change of control of T-3, governmental entity, quasi-governmental entity, bond issuer this Section 8.11 shall only apply upon the closing of such transaction or public company, if, with respect upon such change of control to both clauses (i) T-3 and (ii), such ownership represents a personal investment ) those entities and the Executive does not either directly or indirectly in any way manage or exercise control individuals which are Affiliates of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights T-3 as a debt or equity holder, or seek to do any of the foregoingdate of this Agreement, and shall not apply to any acquirer or its Affiliates, except as to T-3’s Affiliates.

Non-Compete. The Executive agrees that, during the period commencing term of his employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause or termination by Executive for Good Reason or otherwise, Executive will not, for himself, as an agent, employee, contractor or owner, or on the date hereof and ending twenty-four (24) months following the conclusion behalf of the Term (the "Non-Compete Period"), not toanother person or entity, directly or indirectly (including through indirectly, engage in any affiliate)“Prohibited Position” with any “Competing Business.” For purposes of this Agreement, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries “Prohibited Position” shall mean any position, whether as conducted on the last date of the Term (the "Business") or (b) (other than as a principal, agent, officer, director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holderor otherwise: (i) where Executive will be engaged in the management, officersale, directordevelopment, manageror marketing of products or services of the type provided by any Employer Entity; and (ii) during employment with Employer, employeeExecutive was privy to or given access to proprietary and/or confidential business information of Employer concerning any Employer Entity’s management, consultantstrategy, independent contractorperformance, joint venturersale, investor development or lender marketing of that type of product or service and/or was involved in maintaining the Employer Entities' customer relationships or goodwill; “Competing Business” shall mean any person, corporation or other entity which engages in the marketing and/or sale of: (i) retail banking products in the Restricted Territory, including, for example, personal and business accounts, private banking, business banking, loans, lines of credit, mortgages, and other investment or financial products; or (ii) any other product or service of the Employer Entities, currently and in the future, in the Restricted Territory, in which Executive had involvement, and/or about which Executive learned of, and/or may have acquired any knowledge about, while employed by Employer; and “Restricted Territory” shall mean any county in which any Employer Entity maintains an office or branch and any county which is contiguous to such a county. During the term of his employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause, or termination by Executive for Good Reason or otherwise, participate in Executive also agrees not to enter into, consult about, or become involved with any business or enterprise engaged anywhere in the United States in the provision transactions that he learned and/or became aware of any services that are the same as, substantially similar to or competitive through his employment with the services Employer. Executive acknowledges that the Company or any foregoing restrictions are properly limited so that they will not interfere with his ability to earn a livelihood and that such restrictions are reasonable and necessary to protect the Employer Entities' legitimate business interest, including the protection of its subsidiaries was selling or providing orconfidential and trade secret information. In exchange for the consideration set forth in this Agreement, Executive agrees to be bound by the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end terms of the Term (each, a "Competing Business"), provided that this clause (b) Section 3.06. The foregoing covenants shall not be construed deemed to prevent the prohibit Executive from being employed by a division or a subsidiary acquiring as an investment not more than five percent (5%) of the capital stock of a Competing Business if the Executive's services to such division or subsidiary do notBusiness, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly whose stock is traded on any a national securities exchange or over-the-counter market or (ii) debt instruments through an automated quotation system of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingregistered securities association.

Non-Compete. The Executive agrees Company and you mutually acknowledge that the Company's operations are global in nature and it has customers/suppliers world-wide. During the term of your employment and for a period of two years immediately after termination of employment, you will not, either directly or indirectly, make known or divulge to anyone the names or addresses of any of the customers/suppliers of the Company who were customers/suppliers during your employment; provided, however, that this provision shall not apply, during your employment with the Company, to disclosure by you in the ordinary course of the Company's business in furtherance of the Company's business and subject to confidentiality agreements as appropriate. Furthermore, you will not, during the term of your employment and for a period commencing on the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), not totwo years immediately after termination of employment, directly or indirectly (including through any affiliate)indirectly, (ai) compete with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than act as a director, employeeofficer or executive or managerial employee of, agentconsultant to, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not own more than three percent (3%) 1% of any class of equity securities stock of, any person or entity that competes with the Company as to any products or services manufactured, distributed, marketed, sold or offered for sale during the term of your employment; provided that you may be employed by a multi-industry company if you work solely for a subsidiary or division which does not, directly or indirectly, so compete with the Company, do not provide, directly or indirectly, any corporation having a class advise or assistance to any part of equity securities registered pursuant to the Securities Exchange Act multi-industry company that does so compete with the Company, and do not otherwise, directly or indirectly, violate any provisions of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or this Schedule B, (ii) debt instruments either for yourself or any other person, firm or corporation, call upon, solicit, divert or take away or attempt to solicit, divert, call upon or take away any of the customers/suppliers of the Company who were customers/suppliers during your employment or any privately owned entityofficers, governmental entityemployees or agents of the Company. The provisions of this Schedule B shall be limited to the extent necessary to comply with any applicable law which might otherwise invalidate any provision(s) of this Schedule B. M-TRON INDUSTRIES, governmental entityINC. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.O. BOX 630 YANKTON, quasiSD 57078 October , 2000 ▇▇. ▇▇▇▇▇▇ ▇. Zylstra C/o M-governmental entitytron Industries, bond issuer or public companyInc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.O. Box 630 Yankton, ifSD 57078 Dear ▇▇. ▇▇▇▇▇▇▇: We refer to the Letter Agreement (the "Agreement") dated January 7, 2000, between M-tron Industries, Inc. ("M-tron-SD") and yourself relating to your employment by M-tron-SD and, in particular, to Paragraph 2(d)(i) thereof. As you know, M-tron Industries, Inc., a Delaware corporation ("M-tron-D") and the proposed successor to the business of M-tron-SD, is filing a registration statement with the Securities and Exchange Commission with respect to both clauses a rights offering (the "Offering") of up to approximately 1,007,000 shares of its Class A Common Stock to the shareholders of ▇▇▇▇▇ Corporation. In connection therewith, M-tron-SD and you hereby agree to amend Paragraph 2(d)(i) of the Agreement in its entirety to read as follows: "Upon consummation of the Rights Offering (the "Closing"), you will be granted options to purchase 225,000 shares of Class A Common Stock of M-tron-D at an option price of $5 per share. In addition, on each of the first three anniversaries of Closing, you will be granted options to purchase 75,000 shares of Class A Common Stock of M-tron-D at an option price equal to the fair market value of a share of Class A Common Stock on the date of grant; provided however, that (i) you are an employee of M-tron-D on the date of grant and (ii), such ownership represents a personal investment and ) the Executive does not either directly or indirectly net income of M-tron-D for the preceding calendar year (determined by M-tron-D in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any accordance with generally accepted accounting principles ("GAAP") equals at least 18% of the foregoingaverage of the beginning and ending shareholders equity of M-tron-D for that year (determined by M-tron-D in accordance with GAAP). If the Closing shall take place in December 2000, the reference to "preceding calendar year" shall mean the calendar year of the date of grant for purposes of satisfying the foregoing net income proviso. The options will be granted under M-tron-D's 2000 Stock Option Plan (the "Plan"). The options so granted will vest as to 75% of the options in a grant on the third anniversary of the date of grant and as to 25% of the options in a grant on the fourth anniversary of the date of grant. The options shall expire on the tenth anniversary of the date of grant subject to earlier termination if your employment with M-tron-D shall for any reason terminate prior to such tenth anniversary. The options shall be subject to such terms and conditions as the Committee administering the Plan shall determine." This Amendment shall become effective upon the Closing and shall become null and void if, for any reason the Rights Offering is not consummated. Except as amended hereby, the Agreement shall remain in full force and effect. Very truly yours, M-tron Industries, Inc., A South Dakota corporation By: ---------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Chairman Agreed and accepted:

Non-Compete. The Executive (a) In the event the Employment Period is terminated under paragraphs 4(b) or 4(c) above, then the non-compete provisions of this paragraph 5 will apply to Employee. In the event the Employment Period is otherwise terminated, such as without Cause, then no part of this paragraph 5 will apply to Employee. (b) Employee recognizes and acknowledges that by virtue of accepting employment hereunder, Employee will acquire valuable training and knowledge, enhance Employee’s professional skills and experience, and learn proprietary trade secrets and Confidential Information of the Company and WidePoint. In consideration of the foregoing and this employment contract, Employee agrees that during the period commencing on the date hereof Employment Period and ending twenty-four for one (241) months following the conclusion of the Term year thereafter (the "“Non-Compete Period"”), Employee will not to, directly or indirectly (including through whether as employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise) own, manage, control, participate in, consult with, advertise on behalf of, render services for or in any affiliate)manner engage in any competitive business of soliciting or providing any computer, (a) compete technology, IT, consulting or any other services and/or products of any type whatsoever to any federal, state and/or local governments and/or to any existing or targeted customers or clients of the Company and/or WidePoint, with the term “targeted” meaning customers or clients that the Company or its subsidiaries WidePoint has contacted within the last 12 months or included in a sales or strategic plan of the Company or WidePoint prior to the date of termination of the Employment Period; nor shall Employee solicit any other Person to engage in any of the foregoing activities or knowingly request, induce or attempt to influence any then existing or targeted customers, clients or suppliers of the Company or WidePoint to curtail any business they are currently, or in the last 36 months have been, transacting with the Company or WidePoint (the “Non-Compete). Nothing herein will prevent Employee from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is engaged in a competitive business of the Company or its subsidiaries WidePoint and which is publicly traded, so long as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere Employee has no participation in the United States in the provision business of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or providesuch corporation. Furthermore, during the twelve months preceding the end of the Term (eachNon-Compete Period, a "Competing Business"), provided that this clause (b) Employee shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in factwithout the Company’s or WidePoint’s prior written consent, compete directly or indirectly, knowingly solicit or encourage or attempt to influence any existing employee or recruit to leave or discourage their employment with the Company or WidePoint. Employee agrees that the restraint imposed under this paragraph 5 is reasonable and not unduly harsh or oppressive. (c) If, at the time of enforcement of any provision of its subsidiaries. The foregoing paragraph 5(b) above, a court or arbitrator holds that the restrictions shall stated therein are unreasonable or unenforceable under circumstances then existing, the Company, WidePoint and Employee agree that the maximum period, scope, or geographical area reasonable or permissible under such circumstances will be substituted for the stated period, scope or area. (d) Since a material purpose of this Agreement is to protect the Company’s and WidePoint’s investment in the Employee and to secure the benefits of Employee’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be construed to prohibit an adequate remedy for any breach of the ownership provisions of this paragraph 5. Therefore, in the event of a breach by the Executive Employee of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingprovisions of this paragraph 5, the Company, WidePoint or their successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement.

Non-Compete. The Executive agrees during (a) Paramount shall not be in any way precluded from (i) entering into similar agreements with companies which engage in similar business activities or lines of business as the period commencing on Company or developing or marketing any products, services or technologies that do or may in the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), not tofuture compete, directly or indirectly (including through any affiliate)indirectly, with those of the Company, (aii) compete with Company investing or its subsidiaries owning any interest publicly or privately in, or developing a business relationship with, any corporation, partnership or other person or entity engaged in the same or similar activities or lines or business of as, or otherwise in competition with, the Company or its subsidiaries as conducted on the last date of the Term (the "Business"iii) or (b) (other than as a directordoing business with any client, employeecollaborator, agentlicensor, consultant, shareholder, member vendor or manager customer of the Business Company. Paramount and any of its officers, directors, employees or former employees and affiliates shall not have any obligation, or be liable, to the Company) as Company solely on account of the conduct described in the preceding sentence. The Company recognizes that Paramount is not obligated to present any opportunities for an individual proprietorinvestment, partnersale, shareholderacquisition, memberstrategic alliance or any other opportunities to the Company and nothing in this Agreement shall be construed to limit Paramount's ability to introduce investment, equity holdersale, acquisition, strategic alliance or any other opportunities to any other company. In the event that Paramount and/or any officer, director, manageremployee or former employee or affiliate thereof acquires knowledge of a potential transaction, employeeagreement, consultantarrangement or other matter which may be a corporate opportunity for both Paramount and the Company, independent contractorneither Paramount nor any of its officers, joint venturerdirectors, investor employees or lender former employees or affiliates shall have any duty to communicate or offer such corporate opportunity to the Company and neither Paramount nor any of its officers, directors, employees or former employees or affiliates shall be liable to the Company for breach of any fiduciary or other duty, as a stockholder or otherwise, participate in any business or enterprise engaged anywhere in solely by reason of the United States in the provision of any services fact that are the same as, substantially similar to or competitive with the services that the Company Paramount or any of its subsidiaries was selling officers, directors, employees or providing orformer employees or affiliates pursue or acquire such corporate opportunity for Paramount, direct such corporate opportunity to another person or entity or communicate or fail to communicate such corporate opportunity or entity to the Executive's knowledgeCompany. Nothing in this Section 9 shall relieve Paramount of its obligations hereunder, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause including Section 5 hereunder. (b) Notwithstanding anything to the contrary herein, unless the Company consents in writing, at no time during the Term or at any time with 12 months after the Term shall not Paramount be construed to prevent engaged by any entity, other than the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do notCompany, in fact, compete with the Company order to provide advisory services or any other types of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) services in connection with structuring of any class type of business relationship or transaction involving CRC (including, without limitation, the sale or merger of CRC or the sale of equity or other securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (iikind in CRC), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing.

Non-Compete. The Executive agrees that during the period commencing on the date hereof and ending twenty-four Restricted Period he will not: (24i) months following the conclusion of the Term (the "Non-Compete Period"), not to, directly or indirectly (including through any affiliate), (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate engage in any business Restricted Service anywhere within the Restricted Area (ii) own any security issued by any entity that is engaged or enterprise engaged anywhere engages in any Restricted Service within the Restricted Area, except if and to the extent that that (A) the securities owned by the Executive are listed and registered on a national securities exchange under ss.78f of title 15 of the United States in Code and (B) the provision aggregate amount of any services all of all securities owned beneficially or of record by such Executive does not constitute five percent (5%) or more, on a fully diluted basis, of all outstanding securities issued by that are the same as, substantially similar to entity or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) outstanding securities of any class of equity securities issued by that entity, (iii) extend credit to, or guaranty the payment or collection of any corporation having obligation of, any person or entity that is engaged or engages in any Restricted Service within the Restricted Area, (iv) accept employment with, or perform services as an independent contractor or subcontractor for any person or entity that is engaged or engages in any Restricted Service within the Restricted Area, (v) canvass, solicit or accept any business from any person or entity who, on, before, or after the date of the Agreement, is or has been a class customer, supplier, or other business contact of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on National City or any national securities exchange Subsidiary, or over-the-counter market any successor or (ii) debt instruments assign of any privately owned entityof the foregoing, (vi) request or advise any person or entity who, governmental entityon, governmental entitybefore, quasi-governmental entityor after the date of the Agreement, bond issuer is or public companyhas been a customer, ifsupplier, or other business contact of National City or any Subsidiary, or any successor or assign of any of the foregoing, to transfer, withdraw, curtail or cancel their business with respect National City or any Subsidiary or any of their successors, or assigns, as the case may be, (vii) employ or retain the services of any person employed or retained as an independent contractor by National City or any Subsidiary, or any successor or assign of any of the foregoing, or induced any person employed by National City or any Subsidiary, or any successor or assign of any of the foregoing, to both terminate that Person's employment with National City or any Subsidiary or any of their successors, or assigns, as the case may be, or (viii) induce or solicit any other Person to engage in any activity described in the foregoing clauses (i) and through (iivii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingboth inclusive.

Non-Compete. 7.1 In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then this Section 7 will apply to the Executive. In the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of this Section 7 will apply to the Executive. 7.2 The Executive agrees will not, during the Executive’s term of employment and for a period commencing on the date hereof and ending twenty-four of eighteen (2418) months following after the conclusion of the Term (the "Non-Compete Period"), not toTermination Date, directly or indirectly (including through i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any affiliatecorporation the capital stock of which is publicly traded), (a) compete employee, consultant, volunteer or otherwise, with Company or its subsidiaries without pay, in any activity or business venture anywhere within the continental United States that is competitive with the business of the Company and/or Hanger (including any direct or its subsidiaries as conducted indirect subsidiary of Hanger) on the last date Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Term Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on his own account or for any Person, firm, corporation or other organization, regardless of whether the "Business"Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s service; (iii) solicit or entice or endeavor to solicit or entice away any of the clients or customers of the Company and/or Hanger (bincluding any direct or indirect subsidiary of Hanger) as of the Termination Date for the purpose of competing with the business of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on his own account or for any other than Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, employeeofficer, agentor employee of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date, unless such Person’s employment was terminated by the Company and/or Hanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender advisor or otherwise) any Person who is or may be likely to be in possession of any Confidential Information. The parties hereto agree that if, participate in any business proceeding, the Court or enterprise engaged anywhere other authority shall refuse to enforce covenants set forth in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing.this

Non-Compete. The Executive agrees during (a) During the period commencing on Term of Employment and, unless Employee’s employment is terminated by the date hereof and ending twenty-four (24) months Company without Cause or this Agreement is not renewed or extended following the conclusion Expiration Date, for a period of one (1) year following the last day of Employee’s employment by the Company, Employee will not, either directly or indirectly, as principal, agent, owner, employee, partner, investor, shareholder (other than solely as a holder of not more than 1% of the Term (the "Non-Compete Period"issued and outstanding shares of any public corporation), not toconsultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly (including through indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any affiliate), (a) compete Person carrying on or engaged in any business that is competitive with Company or its subsidiaries or similar to the business conducted by the Company, the Designated Affiliates or any of their subsidiaries which is located in or within fifty (50) miles of any locations in which the Company Company, the Designated Affiliates or its any of their subsidiaries as conducted on the last date of the Term (the "Business") or are doing business. (b) Employee covenants and agrees with the Company and its subsidiaries that, during Employee’s employment by the Company and for one (other than as a director, employee, agent, consultant, shareholder, member or manager 1) year following the last day of the Business or Employee’s employment by the Company, Employee shall not directly, or indirectly, for himself or for any other Person: (i) as an individual proprietorsolicit, partnerinterfere with or endeavor to entice away from the Company, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company Designated Affiliate or any of its their subsidiaries was selling or providing oraffiliates, to the Executive's knowledgeany customer, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company client or any Person in the habit of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, dealing with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing; (ii) interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Company, any Designated Affiliate or any of their subsidiaries or affiliates; or (iii) advise any Person not to do business with the Company, any Designated Affiliate or any of their subsidiaries or affiliates. Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 6 and Section 7 (the Non-Disclosure and Non-Compete sections respectively) would not be unduly burdensome to Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. Employee agrees that the remedy of damages for any breach by Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.

Non-Compete. The Executive Employee acknowledges and recognizes the highly competitive nature of the Company’s business and that Employee’s duties hereunder justify restricting Employee’s further employment following any termination of employment. Employee further acknowledges and understands that the Company recognizes Employee’s importance and value to the Company and thus has provided Employee with the overall compensation package described hereunder in order to induce Employee to enter into this Agreement. Accordingly, Employee agrees during that so long as Employee is employed by the Company, and (i) for a period of two years following the termination of Employee’s employment, Employee shall not induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee; (ii) for a period of one year following the termination of Employee’s employment, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, shall not induce customers, agents or other sources of distribution of the Company’s business under contract, or doing business, with the Company to terminate, reduce, alter or divert business with or from the Company; and (iii) for the period commencing on the date hereof and ending twenty-four during which Employee is entitled to be paid severance under this Agreement (24or for a period of six (6) months following after termination of Employee’s employment if Employee’s employment is terminated under circumstances in which Employee is not entitled to severance pursuant to the conclusion terms of the Term (the "Non-Compete Period"this Agreement), not toEmployee shall not, directly or indirectly (including through any affiliate)indirectly, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than either as a directorprincipal, agent, employee, agentemployer, consultant, shareholderpartner, member or manager of the Business or the Company) as an individual proprietora limited liability company, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary shareholder of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall company that does not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity have securities registered pursuant to under the Securities Exchange Act of 1934 (the “1934 Act”), or a "public company"shareholder in excess of one (1%) percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that directly competes with the business activities of the Company (which at the present time are point-of-care diagnostics for infectious diseases in humans and animals) in or about any market in which the Company is, or has publicly owned announced a plan for, doing business. Employee further covenants and regularly traded agrees that the restrictive covenants set forth in this paragraph are reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (iii) above shall not apply if Employee’s employment is terminated within twelve months of a Change Of Control (as defined below). Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if those securities are listed on a national securities exchange or over-the-counter market registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iii) above. Employee acknowledges and understands that, by virtue of his position with the Company, he will have exposure to various entities with which the Company does business or (ii) debt instruments is in discussions to do business. Accordingly, Employee hereby covenants and agrees that, so long as he is employed by the Company, he will not, except with the prior written consent of the Company, solicit or enter into any privately owned entitydiscussions for a position of employment with any such entities. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, governmental entityif any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, governmental entitythis paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, quasi-governmental entity, bond issuer or public company, if, such amendment and deletion to apply only with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly operation of this paragraph in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part the particular jurisdiction in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do which that adjudication is made. If Employee violates any of the foregoingrestrictions contained in this Section 9, the Restricted Period shall be suspended and shall not run in favor of Employee until such time that Employee cures the violation; the period of time in which Employee is in breach shall be added to the restricted period.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), not to, directly or indirectly (including through any affiliate), (a) compete Employee agrees that during Employee’s employment with the Company or its subsidiaries or and for 18 months thereafter so long as the business Company makes severance payments to Employee pursuant to subsections 7(a) below, without the prior written consent of the Company Company, Employee shall not, within the United States: (i) be employed by, or its subsidiaries as conducted on the last date of the Term render any services to, (the "Business"A) any person, firm or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise corporation engaged anywhere in the United States contract production or repair of aircraft parts or any other business (“Competitive Business”), which is directly in the provision of competition with any services that are the same as, substantially similar to or competitive with the services that “material” business conducted by the Company or any of its subsidiaries at the time of the termination of Employee’s employment with the Company (as used herein “material” means a business which generated at least 10% of the Company’s consolidated revenues for the last full fiscal year for which the Company’s audited financial statements are available) or (B) any of the Company’s customers or other persons with whom the Company has a contractual relationship; (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was selling employed or providing orretained by the Company while Employee was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Executive's knowledgeCompany, actively planning to sell for the benefit of a Competitive Business, any of its customers or provideother persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from investing his personal assets in any manner he chooses, provided, however, that Employee may not, during the twelve months preceding the end period referred to in this Section 6(a), own more than 4.9% of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class Competitive Business. (b) Employee acknowledges and agrees that the Company would be irreparably harmed by violations of equity securities registered pursuant Section 4 or Section 6(a) above, and in recognition thereof, the Company shall be entitled to the Securities Exchange Act an injunction or other decree of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, specific performance with respect to both clauses any violation thereof (iwithout any bond or other security being required) in addition to other available legal and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingequitable remedies.

Non-Compete. The Executive agrees during (a) During the Term of Employment and, unless Employee’s employment is terminated by the Company without Cause, for a period commencing on the date hereof and ending twenty-four of three (243) months following the conclusion last day of Employee’s employment by the Company, Employee will not, either directly or indirectly, as principal, agent, owner, employee, partner, investor, shareholder (other than solely as a holder of not more than 1% of the Term (the "Non-Compete Period"issued and outstanding shares of any public corporation), not toconsultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly (including through indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any affiliate)Person carrying on or engaged in any business that is competitive with or similar to the business conducted by the Company, (a) compete with Company AREP, API, the Designated Affiliates or its any of their subsidiaries which is located in or within fifty 50 miles of any locations in which the Company, AREP, API, the Designated Affiliates or any of their subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or affiliates are doing business. (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or Employee covenants and agrees with the Company) as an individual proprietor, partnerAREP, shareholderAPI, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company Designated Affiliates or any of its their subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provideand affiliates that, during Employee’s employment by the twelve months preceding Company and for one (1) year following the end last day of Employee’s employment by the Term (eachCompany, a "Competing Business"), provided that this clause (b) Employee shall not be construed directly, or indirectly, for herself or for any other Person: (i) solicit, interfere with or endeavor to prevent entice away from the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do notCompany, in factAREP, compete with the Company API, any Designated affiliate or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit their subsidiaries or affiliates, any customer, client or any Person in the ownership by the Executive habit of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, dealing with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing; (ii) interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Company, AREP, API, any Designated Affiliate or any of their subsidiaries or affiliates; or (iii) advise any Person not to do business with the Company, AREP, API, any Designated Affiliate or any of their subsidiaries or affiliates. Employee represents to and agrees with the Company and for the benefit of API that the enforcement of the restrictions contained in Section 6 and Section 7 (the Non-Disclosure and Non-Compete sections respectively) would not be unduly burdensome to Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company, AREP, API and any Designated Affiliate. Employee agrees that the remedy of damages for any breach by Employee of the provisions of either of these sections may be inadequate and that the Company and API shall be entitled to injunctive relief, without posting any bond. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company, AREP, API and any Designated Affiliate may have under any other provision of this Agreement or otherwise.

Non-Compete. The In consideration of the covenants of the ----------- Company and the Executive hereunder, Executive hereby agrees that, until the latest of: (i) while Executive is employed during the period commencing on the date hereof and ending twenty-four Term, (24ii) months following the conclusion of during such time after the Term as Executive is employed by the Company, (iii) while Executive is receiving Severance Benefits pursuant to this Agreement, or (iv) for a period of one year after Executive's termination of employment for any reason, he will not, unless authorized in writing to do so by the "Non-Compete Period"), not toCompany, directly or indirectly (including through own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any affiliate), (a) compete manner with Company any business which directly or its subsidiaries or the indirectly competes with any line of business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling affiliates; provided, that nothing in this paragraph shall prohibit Executive after termination of his employment from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or providing or, to in the over-the-counter market. Executive agrees that for a period ending on the second anniversary after Executive's knowledgetermination of employment hereunder for any reason, actively planning to sell or provide, during the twelve months preceding the end Executive will not (x) recruit any employee of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed affiliates or solicit or induce, or attempt to prohibit solicit or induce, any employee of the ownership Company or any of its affiliates to terminate his or her employment with, or otherwise cease his or her relationship with, the Company or any of its affiliates, or (y) solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company or any of its affiliates that were contracted, solicited or served by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to while employed by the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange Company or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingaffiliates.

Non-Compete. The 1The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive's professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive's term of employment and for a period commencing on the date hereof and ending twenty-four of eighteen (2418) months following after the conclusion of the Term (the "Non-Compete Period"), not toTermination Date, directly or indirectly (including through any affiliate)i) engage, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries whether as conducted on the last date of the Term (the "Business") or (b) principal, agent, investor, representative, stockholder (other than as a director, employee, agent, consultant, shareholder, member or manager the holder of not more than five percent (5%) of the Business stock or equity of any corporation the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, managercapital stock of which is publicly traded), employee, consultant, independent contractor, joint venturer, investor or lender volunteer or otherwise, participate with or without pay, in any activity or business or enterprise engaged venture anywhere in within the contiguous United States in the provision of any services that are the same as, substantially similar to or is competitive with the services that Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive's employment with the Company, either on the Executive's own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person's contract of employment by reason of leaving the Company's or any of its subsidiaries was selling affiliates' service; (iii) solicit or providing orentice or endeavor to solicit or entice away any of the referral sources, to clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive's knowledgeemployment with the Company for the purpose of competing in the Business, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if either on the Executive's services to own account ​ ​ ​ or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive's employment with the Company, unless such division Person's employment was terminated by the Company and/or its affiliates; or subsidiary do not(v) employ or otherwise utilize (whether as a consultant, in fact, compete advisor or otherwise) any Person with whom the Executive had contact during the Executive's employment with the Company and who is or may be likely to be in possession of any of its subsidiariesConfidential Information. The foregoing restrictions Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall not refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be construed to prohibit deemed appropriately amended and modified in keeping with the ownership by intention of the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant parties to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingmaximum extent permitted by law.

Non-Compete. a. The Executive Employee hereby acknowledges and recognizes the highly competitive nature of the businesses of the Talon Automotive Group and accordingly agrees in consideration hereof, during the period commencing on the date hereof and ending twenty-four (24) months following Employee is employed by the conclusion Company or any member of the Term Talon Automotive Group and thereafter for the longer of two (2) years or that period in which the "Non-Compete Period")Employee is entitled to any payments pursuant to the terms hereof, for purposes of this Agreement, he will not to, directly or indirectly (including through except as a passive investor in less than one (1%) percent of the outstanding capital stock of a publicly traded corporation or in 19 his capacity as an employee of the Company): i. conduct, engage in, have an interest in, or aid or assist any affiliate)person or entity in conducting, engaging or having an interest in (whether as an owner, principal, lender, stockholder, partner, employer, employee, consultant, officer, director or otherwise) anywhere within the Territory (as hereinafter defined): (a) compete any business or enterprise (whether or not for profit) which offers or performs any services which are the same as or similar to or competitive with those now or hereafter provided by the Company or its subsidiaries any member of the Talon Automotive Group; or (b) any business or enterprise (whether or not for profit) which develops, manufactures or sells any products which are the same as or in any manner similar to or competitive with those developed, manufactured or sold the Company or any member of the Talon Automotive Group; or (c) any other business or enterprise (whether or not for profit) which is competitive with the business of the Company or its subsidiaries as conducted on the last date any member of the Term (the "Business") Talon Automotive Group; ii. Solicit, divert, take away, interfere with or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in accept any business from any customers, suppliers, trade or enterprise engaged anywhere in the United States in the provision patronage of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end member of the Term (eachTalon Automotive Group, a "Competing Business"), provided that this clause (b) shall not be construed or take any actions which are materially adverse to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services materially injurious to such division or subsidiary do not, in fact, compete with the Company or any member of its subsidiariesthe Talon Automotive Group or which materially and adversely affect the business of the Company or any member of the Talon Automotive Group or their relationships with their employees, customers or suppliers; or iii. The foregoing restrictions shall not be construed Engage, employ, attempt to prohibit engage or employ or solicit for engagement or employment any employee or sales representative of the ownership by Company or any member of the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange Talon Automotive Group, or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations induce or otherwise take part advise any employee or sales representative to leave the employ or engagement of the Company or any member of the Talon Automotive Group or to engage in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingactivities prohibited hereby. b. For purposes hereof, the "Territory" shall mean and include the United States of America, Canada and Mexico. c. It is expressly understood and agreed that although the Employee and the Company consider the provisions hereof, including the restrictions as to Territory set forth in this Section above to be reasonable for the purpose of preserving for the Company and each Affiliated Group, their businesses and goodwill and other proprietary rights. d. Notwithstanding anything to the contrary in this Agreement, in the event of a violation of any of the covenants set forth in this Section 5 by the Employee, the Company shall have all of the remedies set forth in Section 4(c)(iii) hereof; provided, however, the remedies set forth in said Section 4(c)(iii) shall be the sole and exclusive remedies of the Company for any violation by the Employee of such covenants.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion In consideration of the Term Corporation’s award of Restricted Stock Units, the Eligible Individual hereby agrees and covenants that during his Service with the Corporation and its Subsidiaries and Affiliates and for a period of 24 months beyond the Eligible Individual’s date of termination of Service for any reason (the "“Non-Compete Period"”), not tothe Eligible Individual shall not, directly or indirectly indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Agreement: (including through i) a “Competitive Activity” means, at the time of such Eligible Individual’s termination of Service, any affiliate)business or other endeavor, in any jurisdiction, of a kind being conducted by the Corporation or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its Affiliates in any jurisdiction (a) compete with Company or demonstrably anticipated by the Corporation or its subsidiaries Subsidiaries or the business Affiliates) as of the Company date hereof or its subsidiaries at any time thereafter; and (ii) the Eligible Individual shall be considered to have become “associated with a Competitive Activity” if the Eligible Individual becomes directly or indirectly involved as conducted on the last date of the Term (the "Business") or (b) (other than as a directoran owner, principal, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturerrepresentative, investor stockholder, financial backer, agent, partner, advisor, lender, or lender or otherwise, participate in any business other individual or enterprise representative capacity with any individual, partnership, corporation or other organization that is engaged anywhere in a Competitive Activity. Notwithstanding the United States foregoing, (i) the Eligible Individual’s service as Chief Executive Officer of Expedia (or in the provision of any services that are the same asother capacity at Expedia, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end including as a member of the Term (each, a "Competing Business"), provided that this clause (bBoard of Directors of Expedia) shall not be construed to prevent a Competitive Activity, and (ii) the Executive from being employed by a division or a subsidiary of a Competing Business if Eligible Individual may make and retain investments during the Executive's services to such division or subsidiary do notNon-Compete Period, for investment purposes only, in fact, compete with the Company outstanding capital stock of Expedia or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more in less than three five percent (35%) of any class of equity securities the outstanding capital stock of any publicly-traded corporation having engaged in a class Competitive Activity if stock of equity securities registered pursuant to the Securities Exchange Act of 1934 (such corporation is either listed on a "public company") that are publicly owned and regularly traded on any national securities stock exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, on the NASDAQ National Market System if the Eligible Individual is not otherwise affiliated with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingcorporation.

Non-Compete. The During the Time Limit (as defined below), Executive agrees during shall not, without the period commencing on the date hereof and ending twenty-four (24) months following the conclusion written consent of the Term (the "Non-Compete Period"), Company which shall not tobe unreasonably withheld, directly or indirectly (including through any affiliate)indirectly, (ai) compete with Company become associated with, render services to, invest in, represent, advise or its subsidiaries or the business of the Company or its subsidiaries otherwise participate in as conducted on the last date of the Term (the "Business") or (b) (other than as a directoran officer, employee, agentdirector, consultantmajority stockholder, shareholder, member or manager of the Business or the Company) as an individual proprietor, managing partner, shareholder, managing member, equity holderpromoter, officeragent of, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere which is conducted in the United States in the provision of any services that are the same as, substantially similar to or North America and which is competitive with the services that business conducted by the Company or as of the date Executive’s resignation which for purposes of this Section 13 shall not include any business which does not derive at least ninety (90%) percent of its subsidiaries was selling or providing or, to revenues from the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end self-mining of the Term bitcoin (each, a "Competing Business"“Non-Direct Competitor”); or (ii) for Executive’s own account or for the account of any other person or entity (A) interfere with the Company’ relationship with any of its suppliers, provided customers, accounts, brokers, representatives or agents or (B) transact any business (which provides products or service that directly compete with the Company’s bitcoin self-mining business) with any customer, account or supplier of the Company which transacted business with the Company at any time during the Executive’s term as CEO of the Company other than a Non-Direct Competitor; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Executive or any other person or entity, the services, retention or employment of any person who has been a principal, partner, stockholder, sales representative, trainee or employee of the Company within one year of the date of such offer or solicitation. Notwithstanding any provisions in this clause Section 13 to the contrary, (b1) this Subsection (c) shall not be construed to prevent the prohibit Executive from being employed by a division purchasing or a subsidiary of a Competing Business if the Executive's services owning up to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class the outstanding capital stock of equity securities of any corporation having a company which has a class of equity securities registered pursuant to under Section 12 of the Securities Exchange Act of 1934 1934, as amended; (a "public company"2) that are publicly owned this Subsection (c) shall not prohibit Executive from engaging in any and regularly traded on any national securities exchange all activities related to the New Venture; and (3) Executive may engage in charitable or over-the-counter market civic activities which do not interfere with Executive’s performance of his or (ii) debt instruments his duties hereunder. In the event of any privately owned entityconflict between the Advisory Services Agreement, governmental entityinclusive of all activities contemplated or performed thereunder, governmental entityand this Agreement and General Release, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingAdvisory Services Agreement shall control.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24a) months two (2) years following the conclusion of the Term for any reason other than due to the Company’s delivery of a Non-Extension Notice pursuant to Section 2 or (b) one (1) year following the conclusion of the Term due to the Company’s delivery of a Non-Extension Notice pursuant to Section 2 (the "Non-Compete “Restricted Period"”), not to, directly or indirectly (including through any affiliate), (a) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, compete with Company or its subsidiaries or the business of Parent, the Company or its their respective subsidiaries and affiliates as conducted on the last date of the Term Executive’s termination of employment (the "“Business") ”), or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business Business, Parent, the Company or the Companyany of their respective subsidiaries or affiliates) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that Parent, the Company Company, or any of its their respective subsidiaries was or affiliates were designing, developing, selling or providing orproviding, to the Executive's knowledge, or actively planning to sell or provide, during the twelve (12) months preceding the end of the Term (each, a "“Competing Business"”), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three one percent (31%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), if such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public companycorporation, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's ’s rights as a debt or equity holdershareholder, or seek to do any of the foregoing. Notwithstanding the foregoing, if during the Restricted Period Parent, the Company and their respective subsidiaries and affiliates cease to engage in a separately identifiable line of business, then the Restricted Period with respect to such line of business shall immediately terminate.

Non-Compete. The Executive agrees during (a) Employee acknowledges and recognizes the period commencing on the date hereof and ending twenty-four (24) months following the conclusion highly competitive nature of the Term Company's business and that Employee's duties hereunder justify restricting Employee's further employment. The Employee agrees that so long as the Employee is employed by the Company, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the "Non-Compete Period")Company's business under contract, not todoing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly (including through indirectly, solicit or induce, or enter into any affiliate)discussions that would have the effect of soliciting or inducing, (a) compete with any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or its subsidiaries or the business any of Company's affiliates to leave the Company or its subsidiaries as conducted on the last date such affiliate of the Term Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the "Business"termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or (b) (other than indirectly, either as a directorprincipal, agent, employee, agentemployer, consultant, shareholderpartner, member or manager of the Business or the Company) as an individual proprietora limited liability company, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary shareholder of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall company that does not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity have securities registered pursuant to under the Securities Exchange Act of 1934, as amended (the "1934 (Act"), or shareholder in excess of one percent of a "public company") company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are publicly owned and regularly traded listed on any a national securities exchange or over-the-counter market registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or (ii) debt instruments of any privately owned entityunenforceable, governmental entitythis paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, governmental entity, quasi-governmental entity, bond issuer or public company, if, such amendment and deletion to apply only with respect to both clauses the operation of paragraph in the particular jurisdiction in which that adjudication is made. (ib) and (ii)In the event that Employee's employment with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of 12 months following the date of termination, however, such ownership represents a personal investment and the Executive does not either directly or indirectly in provisions will be limited geographically to any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holderareas that Company is currently developing, or seek any areas that Company has, during the 12 month period prior to do any the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the foregoingtermination of Employee's employment pursuant to Section 8(a) below, provide Employee with a list of areas to which Section 7(a) is limited.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion As a Senior Vice President of the Term Company, Executive has acquired and will continue to acquire knowledge of sensitive and confidential information relating to product development road maps, marketing plans, competitive plans and pricing strategies and trade secrets (the "Non-Compete Period"“Confidential Information”), not to, . Executive acknowledges that the Confidential Information which the Company has provided and will provide to Executive could play a significant role and provide a competing business with a significant competitive advantage against the Company were Executive to directly or indirectly be engaged in any business in Competition (including through as hereinafter defined) with the Company or its subsidiaries. As a condition to being entitled to any affiliate)of the benefits described in this Agreement, Executive agrees that prior to July 31, 2003, without the prior consent of the Company in a writing signed by either the Company’s Chief Executive Officer or Chief Operating Officer, Executive will not (a) compete pursue any employment opportunity with Company or its subsidiaries or any business, which is in Competition with the existing business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than either as a directorprincipal, employeemanager, agent, consultant, shareholderofficer, member or manager of the Business or the Company) as an individual proprietorstockholder, partner, shareholderinvestor, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate employee or in any business other capacity, carry on, engage in, or enterprise engaged anywhere have any financial interest in the United States (other than an ownership position of less than 1 percent in the provision of any services that company whose shares are the same aspublicly traded), substantially similar to or competitive any business, which is in Competition with the services that existing business of the Company or any of its subsidiaries was selling (in either case, a “Competitive Activity”). Notwithstanding the foregoing, after March 15, 2003, executive may accept one or providing or, to more positions on boards of directors or board advisory positions without the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end consent of the Term (each, Company and acceptance of one or more such positions shall not be deemed a "Competing Business"), violation of this Non-compete provision provided that this clause (a) Executive does not violate the terms of his CIAA and (b) informs the CEO or COO of the Company prior to attending such competitors or potential competitors board meetings or otherwise providing advice to such company, person, or other entity. Any compensation received by Executive for such board or advisory board service shall not be construed reduce the amounts of payments that Executive is entitled to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingreceive under this Agreement.

Non-Compete. The 6.1 In consideration of the Company's entering into this Agreement, Executive agrees that during the period commencing on the date hereof and ending twenty-four of his employment hereunder, he will not (24i) months following the conclusion of the Term (the "Non-Compete Period"), not to, directly or indirectly (including through own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any affiliate)manner, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries whether as conducted on the last date of the Term (the "Business") or (b) (other than as a an officer, director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate any business entity which is engaged in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that which the Company or any of its subsidiaries was selling is currently engaged or providing or, to is engaged at the time of termination of Executive's knowledgeemployment hereunder, actively planning or (ii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Company for the purpose of soliciting, diverting or taking away any customer from the Company. Nothing herein contained shall be deemed to sell prohibit Executive from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or providetraded in the over-the-counter market and Executive's holdings therein represent less than one (1%) percent of the total number of shares or principal amount of other securities of such company outstanding. 6.2 Executive shall not, during the twelve months preceding full term of his employment by the end Company and for a period of one year thereafter, for himself or on behalf of any other person, partnership, corporation or entity, directly or indirectly, or by action in concert with others (a) solicit, induce, or encourage any person known to him to be an employee of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed Company or any affiliate of the Company to prevent the Executive from being employed by a division terminate his or a subsidiary of a Competing Business if the Executive's services to such division her employment or subsidiary do not, in fact, compete other contractual relationship with the Company or any of its subsidiariesaffiliates; (b) solicit, induce or encourage any person known by him to have a contractual relationship with the Company to discontinue, terminate, cancel or refrain from entering into any contractual relationship with the Company or any of its affiliates; (c) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity which owns, manages, operates, controls or is otherwise connected with, in any manner, a television station in any designated market area (as defined by ▇▇▇▇▇▇▇) then served by a television station then owned by the Company or any of its affiliates; or (d) in any way solicit or attempt to solicit the business or patronage of any person, firm, corporation, partnership, association or other entity, whose business the Company has enjoyed during Executive's tenure with the Company ("customers") or otherwise induce such customers of the Company to reduce, terminate, restrict or otherwise alter their business relationships with the Company in any fashion. 6.3 Executive acknowledges that the provisions of this Paragraph 6 are reasonable and necessary for the protection of the Company, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be divisible. The foregoing restrictions In the event that any provision of this Paragraph 6, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant affected, but shall, subject to the Securities Exchange Act discretion of 1934 (a "public company") that are publicly owned such court, remain in full force and regularly traded effect and any invalid and unenforceable provisions shall be deemed, without further action on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingparties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period commencing on the date hereof and ending twenty-four (24of ( ) months following after the conclusion of the Term (the "Non-Compete Period"), not toTermination Date, directly or indirectly (including through any affiliate)i) engage, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries whether as conducted on the last date of the Term (the "Business") or (b) principal, agent, investor, representative, stockholder (other than as a director, employee, agent, consultant, shareholder, member or manager the holder of not more than five percent (5%) of the Business stock or equity of any corporation the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, managercapital stock of which is publicly traded), employee, consultant, independent contractor, joint venturer, investor or lender volunteer or otherwise, participate with or without pay, in any activity or business or enterprise engaged venture anywhere in within the contiguous United States in the provision of any services that are the same as, substantially similar to or is competitive with the services that Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its subsidiaries was selling affiliates’ service; (iii) solicit or providing orentice or endeavor to solicit or entice away any of the referral sources, to clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete ’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its subsidiariesaffiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The foregoing restrictions Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be construed to prohibit an adequate remedy for any breach of the ownership provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingprovisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), Agent shall not to, directly or indirectly (including through any affiliate), (a) compete with Company do or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek attempt to do any of the foregoing.following during its engagement or agreement with the Group (except in the faithful performance of Agent’s duties for the Group) or during the period of two (2) years after the date of termination of Agent’s engagement or agreement or after Agent ceases to receive compensation under this agreement, which ever is last, within the geographic area that the Agent worked for the Group within the past two (2) years under this agreement: solicit, employ, engage, hire, call on, compete for, sell to, divert, or take away any merchant, customer, supplier, endorser, advertiser or employee, agent, subagent, or independent contractor of corporation or aid, assist or plan for anyone else to do so; divert or aid, assist or plan for others to divert from the Group any past or pending sale, purchase, or exchange of any goods, product, receivable or service; entice, aid or cooperate with others in soliciting or enticing any employee, agent, subagent or independent contractor of the Group to leave, modify or terminate its relationship with the Group; participate in planning for any new or existing business that is or would be similar to the business of the Group or that does or would compete with the Group or solicit customers of the Group; accept any other employment or engagement that would call upon Agent to use, disclose or base judgments on the Group’s trade secrets or confidential information or to utilize the Group’s business model or plans, or rules, policies, guidelines, practices, customer goodwill in making sales, purchases or exchanges, or other advantageous business relations, for a business similar to or in competition with the Group’s business; compete against the Group for customers, suppliers, employees, agents or independent contractors; or own, manage, be employed by, be engaged by, work for, consult for, be an officer, director, partner, manager, employee or agent of, advise, represent, engage in, or carry on any business which is similar to the type of business engaged in by the Group at the time of the execution of this agreement or on the date of termination of Agent’s engagement or agreement with the Group and which competes with the Group. At the time of the execution of this agreement, the Group’s business consists of purchasing, including the solicitation, marketing and promoting for the purchase, from business merchants a percentage of their future credit card, debit card, bank card and/or other charge card receivables. Agent agrees that this covenant not to compete is

Non-Compete. The Executive agrees shall not, during the Term and for a period commencing on the date hereof and ending twenty-four of three (243) months following the conclusion of the Term years thereafter (the "Non-Compete Restricted Period"), not toin the United States, Canada or any other place where the Company, its subsidiaries or affiliates conduct business, directly or indirectly (including through any affiliate), (a) compete with Company or its subsidiaries or the business except in Executive's capacity as an officer of the Company or its subsidiaries as conducted on the last date of the Term or affiliates) (the "Business"i) engage or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or activity competitive with the services Company's business, or in any business activity which sells to or supplies goods or products to a business that is competitive with the Company Company's business, or in either case, the business of any of its the Company's subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term affiliates (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent as the Executive from being employed same are conducted by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or its subsidiaries or affiliates at any of its subsidiariestime during the Restricted Period; (ii) become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any person, firm, corporation, association or other entity engaged in any Competing Business. The foregoing restrictions shall not be construed Notwithstanding the foregoing, Executive may hold up to prohibit the ownership by the Executive of (i) not more than three one percent (31%) of the outstanding securities of any class of equity any publicly-traded securities of any corporation having a class company; (iii) solicit or call on, either directly or indirectly, (A) for purposes of equity securities registered pursuant selling goods or products competitive with goods or products sold by the Company, any customer with whom the Company shall have dealt at any time during the two year period immediately preceding the termination of Executive's employment hereunder; or (B) any supplier with whom the Company shall have dealt at any time during the two year period immediately preceding the termination of Executive's employment hereunder; (iv) except by reason of and in his capacity as an officer of the Company, and in the best interests of the Company, directly or indirectly, influence or attempt to influence any supplier, customer or potential customer of the Securities Exchange Act Company to terminate or modify any written or oral agreement or course of 1934 dealing with the Company; or (a "public company"v) that are publicly owned except by reason of and regularly traded on in his capacity as an officer of the Company, and in the best interests of the Company, influence or attempt to influence any national securities exchange person to either (i) terminate or over-the-counter market modify his employment, consulting, agency, distributorship or other arrangement with the Company, or (ii) debt instruments employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company as an employee, consultant, agent or distributor of the Company at any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and time during the Executive does not either directly or indirectly in any way manage or exercise control one year period immediately preceding the termination of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingemployment hereunder.

Non-Compete. The Executive agrees shall not during the Restricted Period (as defined below) in the United States or any other place where GMI, the Company and their affiliates conduct operations related to the Company Business, directly or indirectly (except in the Executive's capacity as an officer of GMI or the Company): (i) engage or participate in the Company Business; (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent, consultant or trustee except as permitted hereunder, provided however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and ending twenty-four terminating upon the first to occur of (24a) the date which is one year after the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause as defined hereinafter, (b) the date which is one year after the date on which the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof or (c) the Termination Date; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end twelve months following the conclusion termination of the Term (the "Non-Compete Period"), not to, directly or indirectly (including through any affiliate), (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingemployment hereunder.

Non-Compete. The (a) In the event the Employment Period is terminated by the Company for Cause or by the Executive other than for Good Reason, then the non-compete provisions of this paragraph 6 will apply to Executive. In the event the Employment Period is otherwise terminated, such as by the Company without Cause or by the Executive for Good Reason, then no part of this paragraph 6 will apply to Executive. In the event of Termination for any reason, with or without Cause and with or without Good Reason, Executive shall retain the full ability and control over Executive’s Companies, as detailed herein, only in such case as Executive’s Companies have not been acquired by the Company at the time of Termination. Executive agrees that, while the business of Executive’s Companies may be in the same field as the Company, Executive shall not, in the operation of Executive’s Companies use any knowledge or proprietary information or engage to do business with any of the Company’s current, former, or prospective clients, Acquisition Targets, or any other individuals or businesses as listed by the Company at the time of Termination. (b) Executive recognizes and acknowledges that by virtue of accepting employment hereunder, Executive will acquire valuable training and knowledge, enhance Executive’s professional skills and experience, and learn proprietary trade secrets and Confidential Information of the Company. In consideration of the foregoing and this employment contract, Executive agrees that during the period commencing on the date hereof Employment Period and ending twenty-four for six (246) months following the conclusion of the Term (the "“Non-Compete Period"”), Executive will not to, directly or indirectly (including through whether as employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise) own, manage, control, participate in, consult with, advertise on behalf of, render services for or in any affiliatemanner engage in any competitive business of soliciting or providing any warranty services, consulting or any other services and/or products of any type whatsoever to any federal, state and/or local governments, agencies, entities doing business with any such governments and/or agencies, and/or to any existing or targeted customers or clients of the Company and/or any of its wholly-owned subsidiaries, that is competitive with business conducted by the Company as of the date of termination or during the period for the six (6) months prior to the date of termination, with the term “targeted” meaning customers or clients that the Company has contacted within the last six (6) months prior to the date of termination of the Employment Period (with the term “contacted” to exclude any mass email or mass regular mailings, mass media marketing methods or mass telemarketing or meeting at an industry or trade function without further action by the Company); or included in a sales or strategic plan of the Company that Executive is aware of prior to the date of termination of the Employment Period; nor shall Executive solicit any other Person to engage in any of the foregoing activities or knowingly request, induce or attempt to influence any than existing or targeted customers, clients, suppliers, consultants, or any other Persons who have engaged in business with the Company to curtail any business they are currently, or in the last 36 months have been, transacting with the Company (a) compete with the “Non-Compete). Nothing herein will prevent Executive from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is engaged in a competitive business of the Company or its subsidiaries or and which is publicly traded, so long as Executive has no participation in the business of such corporation. For the purposes of this Agreement, such passive ownership of shares shall not be deemed to constitute participation in the business of the Company or its subsidiaries as conducted on corporation. Furthermore, during the last date Non-Compete Period, Executive shall not, without the prior written consent of the Term (the "Business") Company, directly or (b) (other than as a directorindirectly, knowingly solicit or encourage or attempt to influence any existing employee, agentconsultant or other Person or recruit to leave or discourage their employment with the Company. Executive agrees that the restraint imposed under this paragraph 6 is reasonable and not unduly harsh or oppressive. Executive shall be entitled to provide any prospective employer with a complete copy of this Agreement. (c) If, consultantat the time of enforcement of any provision of paragraph 6(b) above, shareholdera court or arbitrator holds that the restrictions stated therein are unreasonable or unenforceable under circumstances then existing, member then the Company and Executive agree that the maximum period, scope, or manager geographical area reasonable or permissible under such circumstances will be substituted for the stated period, scope, or area. (d) Since a material purpose of this Agreement is to protect the Company’s investment in the Executive, and to secure the benefits of Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the Business or the Company) as an individual proprietorprovisions of this paragraph 6. Therefore, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision event of a breach by Executive of any services that are of the same asprovisions of this paragraph 6, substantially similar to or competitive with the services that the Company or their successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of its subsidiaries was selling law or providing or, equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to the Executive's knowledge, actively planning to sell enforce or provide, during the twelve months preceding the end prevent any violations of the Term (each, a "Competing Business"), provided that provisions of this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingAgreement.

Non-Compete. The Executive agrees during (a) Employee acknowledges and recognizes the period commencing on the date hereof and ending twenty-four (24) months following the conclusion highly competitive nature of the Term Company's business and that Employee's duties hereunder justify restricting Employee's further employment. The Employee agrees that so long as the Employee is employed by the Company, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, (i) will not induce customers, agents or other sources of distribution of the "Non-Compete Period")Company's business under contract, not todoing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly (including through indirectly, solicit or induce, or enter into any affiliate)discussions that would have the effect of soliciting or inducing, (a) compete with any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or its subsidiaries or the business any of Company's affiliates to leave the Company or its subsidiaries as conducted on the last date such affiliate of the Term Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the "Business"termination of this Agreement, an employee of either the Company or an affiliate of the Company, and (iv) shall not, directly or (b) (other than indirectly, either as a directorprincipal, agent, employee, agentemployer, consultant, shareholderpartner, member or manager of the Business or the Company) as an individual proprietora limited liability company, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary shareholder of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall company that does not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity have securities registered pursuant to under the Securities Exchange Act of 1934, as amended (the "1934 (Act"), or shareholder in excess of one percent of a "public company") company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the restrictive covenant set forth in this paragraph is reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are publicly owned and regularly traded listed on any a national securities exchange or over-the-counter market registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or (ii) debt instruments of any privately owned entityunenforceable, governmental entitythis paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, governmental entity, quasi-governmental entity, bond issuer or public company, if, such amendment and deletion to apply only with respect to both clauses the operation of paragraph in the particular jurisdiction in which that adjudication is made. (ib) The Company recognizes that the Employee currently owns interests in Tower Equipment Corporation and Ragged Mountain Resources, LLC, and these entities may own minor oil and gas related interests. Ownership in these entities will not constitute a breach of the covenant set forth under 7(a)(iv) above. (ii)c) In the event that Employee's employment with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of 12 months following the date of termination, however, such ownership represents a personal investment and the Executive does not either directly or indirectly in provisions will be limited geographically to any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holderareas that Company is currently developing, or seek any areas that Company has, during the 12 month period prior to do any the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the foregoingtermination of Employee's employment pursuant to Section 8(a) below, provide Employee with a list of areas to which Section 7(a) is limited.

Non-Compete. The Executive Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. Employee further acknowledges and understands that the Company recognizes Employee's importance and value to the Company and thus has provided Employee with the overall compensation package described hereunder in order to induce Employee to enter into this Agreement. Accordingly, Employee agrees during that so long as Employee is employed by the Company, and (i) for a period of two years following the termination of Employee's employment, Employee shall not induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee; (ii) for a period of one year following the termination of Employee's employment, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, shall not induce customers, agents or other sources of distribution of the Company's business under contract, or doing business, with the Company to terminate, reduce, alter or divert business with or from the Company; and (iii) for the period commencing on the date hereof and ending twenty-four during which Employee is entitled to be paid severance under this Agreement (24or for a period of six (6) months following after termination of Employee's employment if Employee's employment is terminated under circumstances in which Employee is not entitled to severance pursuant to the conclusion terms of the Term (the "Non-Compete Period"this Agreement), not toEmployee shall not, directly or indirectly (including through any affiliate)indirectly, (a) compete with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than either as a directorprincipal, agent, employee, agentemployer, consultant, shareholderpartner, member or manager of the Business or the Company) as an individual proprietora limited liability company, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary shareholder of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall company that does not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity have securities registered pursuant to under the Securities Exchange Act of 1934 (the "1934 Act"), or a "public company"shareholder in excess of one (1%) percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that directly competes with the business activities of the Company (which at the present time are point-of-care diagnostics for infectious diseases in humans and animals) in or about any market in which the Company is, or has publicly owned announced a plan for, doing business. Employee further covenants and regularly traded agrees that the restrictive covenants set forth in this paragraph are reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under (iii) above shall not apply if Employee's employment is terminated within twelve months of a Change Of Control (as defined below). Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if those securities are listed on a national securities exchange or over-the-counter market registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iii) above. Employee acknowledges and understands that, by virtue of his position with the Company, he will have exposure to various entities with which the Company does business or (ii) debt instruments is in discussions to do business. Accordingly, Employee hereby covenants and agrees that, so long as he is employed by the Company, he will not, except with the prior written consent of the Company, solicit or enter into any privately owned entitydiscussions for a position of employment with any such entities. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, governmental entityif any particular portion of this paragraph shall be adjudicated to be invalid or enforceable, governmental entitythis paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, quasi-governmental entity, bond issuer or public company, if, such amendment and deletion to apply only with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly operation of this paragraph in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part the particular jurisdiction in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do which that adjudication is made. If Employee violates any of the foregoingrestrictions contained in this Section 9, the Restricted Period shall be suspended and shall not run in favor of Employee until such time that Employee cures the violation; the period of time in which Employee is in breach shall be added to the restricted period.

Non-Compete. a. The Executive Employee hereby acknowledges and recognizes the highly competitive nature of the businesses of the Talon Automotive Group and accordingly agrees in consideration hereof, during the period commencing on the date hereof and ending twenty-four (24) months following Employee is employed by the conclusion Company or any member of the Term Talon Automotive Group and thereafter for the longer of two (2) years or that period in which the "Non-Compete Period")Employee is entitled to any payments pursuant to the terms hereof, for purposes of this Agreement, he will not to, directly or indirectly (including through except as a passive investor in less than one (1%) percent of the outstanding capital stock of a publicly traded corporation or in his capacity as an employee of the Company): i. conduct, engage in, have an interest in, or aid or assist any affiliate)person or entity in conducting, engaging or having an interest in (whether as an owner, principal, lender, stockholder, partner, employer, employee, consultant, officer, director or otherwise) anywhere within the Territory (as hereinafter defined): (a) compete any business or enterprise (whether or not for profit) which offers or performs any services which are the same as or similar to or competitive with those now or hereafter provided by the Company or its subsidiaries any member of the Talon Automotive Group; or (b) any business or enterprise (whether or not for profit) which develops, manufactures or sells any products which are the same as or in any manner similar to or competitive with those developed, manufactured or sold the Company or any member of the Talon Automotive Group; or (c) any other business or enterprise (whether or not for profit) which is competitive with the business of the Company or its subsidiaries as conducted on the last date any member of the Term (the "Business") Talon Automotive Group; ii. Solicit, divert, take away, interfere with or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in accept any business from any customers, suppliers, trade or enterprise engaged anywhere in the United States in the provision patronage of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end member of the Term (eachTalon Automotive Group, a "Competing Business"), provided that this clause (b) shall not be construed or take any actions which are materially adverse to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services materially injurious to such division or subsidiary do not, in fact, compete with the Company or any member of its subsidiariesthe Talon Automotive Group or which materially and adversely affect the business of the Company or any member of the Talon Automotive Group or their relationships with their employees, customers or suppliers; or iii. The foregoing restrictions shall not be construed Engage, employ, attempt to prohibit engage or employ or solicit for engagement or employment any employee or sales representative of the ownership by Company or any member of the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange Talon Automotive Group, or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations induce or otherwise take part advise any employee or sales representative to leave the employ or engagement of the Company or any member of the Talon Automotive Group or to engage in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingactivities prohibited hereby. b. For purposes hereof, the "Territory" shall mean and include the United States of America, Canada and Mexico. c. It is expressly understood and agreed that although the Employee and the Company consider the provisions hereof, including the restrictions as to Territory set forth in this Section above to be reasonable for the purpose of preserving for the Company and each Affiliated Group, their businesses and goodwill and other proprietary rights. d. Notwithstanding anything to the contrary in this Agreement, in the event of a violation of any of the covenants set forth in this Section 5 by the Employee, the Company shall have all of the remedies set forth in Section 4(c)(iii) hereof; provided, however, the remedies set forth in said Section 4(c)(iii) shall be the sole and exclusive remedies of the Company for any violation by the Employee of such covenants.

Non-Compete. The 5.1 In the event the Employment Period is terminated under Section 4(b) or Section 4(c), then Section 5(b) will apply to Executive. In the event the Employment Period is otherwise terminated, such as without Cause, then no part of Section 5(b) will apply to Executive. All other provisions of Section 5 will apply to Executive regardless of the reason for termination of the Employment Period. 5.2 Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company. In consideration of the foregoing and this employment contract, Executive agrees that Executive will not, during Executive’s term of employment and for a period of two (2) years after the period commencing on the date hereof and ending twenty-four (24) months following the conclusion termination of the Term (the "Non-Compete Period"), not tosuch employment, directly or indirectly (including through i) engage, whether as principal, agent, investor, representative, or stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any affiliatecorporation the capital stock of which is publicly traded), (a) compete any employee, consultant, volunteer or otherwise, with Company or its subsidiaries without pay, in any activity or business venture anywhere within the continental United States that is competitive with the business of the Company and/or Hanger (including any direct or its subsidiaries as conducted indirect subsidiary of Hanger) on and prior to the last date termination of Executive’s employment, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Term Company and/or Hanger (including any direct or indirect subsidiary of Hanger), with whom Executive had contact during Executive’s employment with the "Business"Company, either on Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, patients, clients or customers of the Company and/or Hanger (bincluding any direct or indirect subsidiary of Hanger) with whom Executive had contact during Executive’s employment with the Company for the purpose of competing with the business of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on Executive’s own account or for any other than Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the termination of the Employment Period and with whom Executive had contact during Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or Hanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who is or may be likely to be in possession of any Confidential Information. Executive agrees that the restraint imposed under this Section 5 is reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 5, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 5.3 Since a material purpose of this Agreement is to protect the Company’s investment in Executive and to secure the benefits of Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Section 5 or Section 6 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by Executive of any of the provisions of this Section 5 or Section 6, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 5.4 Executive specifically authorizes and permits the Company to provide any Person with which Executive serves (or may serve) as an employee, agentdirector, owner, stockholder, consultant, shareholder, member partner (limited or manager general) or otherwise with a copy of this Agreement or a general description of some or all of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision terms of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingAgreement.

Non-Compete. The A. Unless Executive’s employment is terminated by the Company without Cause or by Executive agrees during the for Good Reason, Executive will not, for a period commencing on the date hereof and ending twenty-four of one (241) months year following the conclusion Date of Termination, either directly or indirectly, as principal, agent, owner, employee, partner, investor, stockholder (other than solely as a holder of not more than 1% of the Term (the "Non-Compete Period"issued and outstanding shares of any public entity), not toconsultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly (including through indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any affiliate), (a) compete with Company Person carrying on or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate engaged in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially is similar to or competitive with the services that business conducted by the Company or any of its subsidiaries, whether with respect to customers, sources of supply or otherwise. B. Executive covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for one (1) year thereafter, Executive shall not, directly or indirectly, for himself or for any other Person: (1) solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries was selling or providing affiliates, any customer or client; (2) attempt to direct or solicit any customer or client away from the Company or any of its subsidiaries or affiliates; or (3) interfere with, entice away or otherwise attempt to the Executive's knowledge, actively planning to sell induce any person who is then or provide, during the twelve has been within six (6) months preceding the end prior thereto an employee of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed Company or any of its subsidiaries or affiliates to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete terminate his/her employment with the Company or any of its subsidiariessubsidiaries or affiliates. The foregoing Executive represents to and agrees with the Company that the enforcement of the restrictions shall contained in Paragraph 10 and Paragraph 11 (i.e., the Non-Disclosure, Non-Disparagement and Non-Compete provisions of this Agreement) would not be construed unduly burdensome to prohibit Executive and that such restrictions are reasonably necessary to protect the ownership legitimate interests of the Company. Executive agrees that the remedy of damages for any breach by the Executive of (i) the provisions of either of these paragraphs may be inadequate and that the Company shall be entitled to seek injunctive relief, without posting any bond, and Executive agrees not more than three percent (3%) to oppose granting of such relief on the grounds that monetary damages would adequately compensate the Company. This Paragraph 11 constitutes an independent and separable covenant that shall be enforceable notwithstanding any class right or remedy that the Company may have under any other provision of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange this Agreement or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingotherwise.

Non-Compete. The Executive agrees during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), not to, directly or indirectly (including through any affiliate), (a) compete As Employee’s employment hereunder will provide Employee with Company or its subsidiaries or access to and knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, Employee agrees that for a period of two (2) years after Employee ceases to be employed by the Company under this Agreement (“the Period”), or its subsidiaries as conducted on otherwise, he will not compete with, be engaged in the last date of same business as, or, directly or indirectly, for his own benefit, or for, with, or through any other person, firm, or company, own, manage, operate, control, or participate in the Term (the "Business") ownership, management, operation, or (b) (other than control of, or be connected as a director, officer, employee, agentpartner, consultant, shareholder, member or manager of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultantagent, independent contractor, joint ventureror otherwise with, investor or lender or otherwiseacquiesce in the use of his name, participate in any other business or enterprise organization, which during such Period competes with, in any geographical area, the Company’s products or services sold, or is engaged anywhere in the United States in same business as the provision of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause Company. (b) shall Notwithstanding the foregoing, the provisions of this Section 5 will not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) deemed breached merely because Employee owns not more than three ten (10) percent of the outstanding common stock or ordinary shares of a company (3%) other than the Company and any affiliates thereof), if, at the time of any class its acquisition by Employee, such stock is listed on a national securities exchange, is reported on the National Association of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and Dealers Inc,’s automated quotation system, or is regularly traded on any national securities exchange or in the over-the-counter market by a member of a national securities exchange. (c) Employee will not, directly or indirectly, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, customers, or employees. Employee will not, directly or indirectly, employ any person who, at any time up to the time Employee ceases to be an employee of the Company (iiunder this Agreement or otherwise), was an employee of the Company within a period of one (1) debt instruments year after such cessation. (d) Because a breach of the provisions of this Section 5 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any privately owned entityother right and remedy available to it, governmental entityto an injunction, governmental entityrestraining such breach, quasi-governmental entityor a threatened breach, and in either case, no bond issuer or public companyother security shall be required in connection therewith, ifand Employee hereby consents to the issuance of such injunction. Employee agrees that the provisions of this Section 5 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 5 shall be deemed to be invalid, with respect illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to both clauses reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (ie) Notwithstanding the foregoing, if the Company shall fail to make any payment to Employee required hereunder, and the Company shall not cure such default within thirty (30) business days after the receipt, or deemed receipt of notice thereof from Employee, the provisions of paragraphs (a) and (ii)c) of this Section 5 shall terminate, such ownership represents a personal investment and the Executive be of no further force and effect. The termination of paragraphs 5(a) and 5(c) does not either directly or indirectly in any way manage or exercise control effect Employees right to pursue legal recourse for the Company’s Breach of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingContract.

Non-Compete. The 7.1 In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then this Section 7 will apply to Executive. In the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of this Section 7 will apply to Executive. 7.2 Executive agrees will not, during the Executive’s term of employment and for a period commencing on the date hereof and ending twenty-four of eighteen (2418) months following after the conclusion of the Term (the "Non-Compete Period"), not toTermination Date, directly or indirectly (including through i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any affiliatecorporation the capital stock of which is publicly traded), (a) compete employee, consultant, volunteer or otherwise, with Company or its subsidiaries without pay, in any activity or business venture anywhere within the continental United States that is competitive with the business of the Company and/or Hanger (including any direct or its subsidiaries as conducted indirect subsidiary of Hanger) on the last date Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Term Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on his own account or for any Person, firm, corporation or other organization, regardless of whether the "Business"Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s service; (iii) solicit or entice or endeavor to solicit or entice away any of the clients or customers of the Company and/or Hanger (bincluding any direct or indirect subsidiary of Hanger) as of the Termination Date for the purpose of competing with the business of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on his own account or for any other than Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date, unless such Person’s employment was terminated by the Company and/or Hanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who is or may be likely to be in possession of any Confidential Information. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.3 Since a material purpose of this Agreement is to protect the Company’s investment in Executive and to secure the benefits of Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.4 Executive specifically authorizes and permits the Company to provide any Person with which Executive serves (or may serve) as an employee, agentdirector, owner, stockholder, consultant, shareholder, member partner (limited or manager general) or otherwise with a copy of this Agreement or a general description of some or all of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision terms of any services that are the same as, substantially similar to or competitive with the services that the Company or any of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoingAgreement.

Non-Compete. The Executive agrees For due and valuable consideration, the receipt of which you acknowledge and including without limitation the Cash Severance, during the Consulting Period and until December 31, 2018, you agree that you will not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity: (i) solicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six months was employed by) LGI or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to LGI. This includes, but is not limited to, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for LGI; or (ii) (x) solicit or encourage any person or entity who is or, within the prior six months, was a material customer, producer, advertiser, distributor or supplier of LGI during the period commencing on the date hereof and ending twenty-four (24) months following the conclusion of the Term (the "Non-Compete Period"), not to, directly your employment with LGI to discontinue such person’s or indirectly (including through any affiliate), (a) compete entity’s business relationship with Company or its subsidiaries or the business of the Company or its subsidiaries as conducted on the last date of the Term (the "Business") LGI; or (by) discourage any prospective material customer, producer, advertiser, distributor or supplier of LGI from becoming a customer, producer, advertiser, distributor or supplier of LGI; provided that the restrictions of this clause (other than ii) shall apply only to customers, producers, advertisers, distributors or suppliers of LGI with which you had personal contact, or for whom you had some responsibility in the performance of your duties for LGI during the period of your employment with LGI; or (iii) hold any interest in (whether as a directorowner, employee, agent, consultantinvestor, shareholder, member lender or manager of the Business otherwise) or the Company) perform any services for (whether as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractoradvisor, joint venturer, investor or lender director or otherwise), participate including the service of providing advice for, any entity that directly or through subsidiaries in which it has a controlling interest operates a cable, satellite or broadband communications system that is in direct competition with LGI in any business country or enterprise engaged anywhere other geographic market in the United States which LGI has a market share in the provision excess of any services 20% or owns a controlling interest in an entity that are the same as, substantially similar to or competitive with the services that the Company or any has a market share in excess of its subsidiaries was selling or providing or, to the Executive's knowledge, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company or any of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (320%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing.

Non-Compete. The Executive agrees during (a) During the period commencing on Term of Employment and, unless Employee’s employment is terminated by the date hereof and ending twenty-four (24) months Company without Cause or this Agreement is not renewed or extended following the conclusion Expiration Date, for a period of one (1) year following the last day of Employee’s employment by the Company, Employee will not, either directly or indirectly, as principal, agent, owner, employee, partner, investor, shareholder (other than solely as a holder of not more than 1% of the Term (the "Non-Compete Period"issued and outstanding shares of any public corporation), not toconsultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly (including through indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any affiliate), (a) compete Person carrying on or engaged in any business that is competitive with Company or its subsidiaries or similar to the business conducted by the Company, the Designated Affiliates or any of their subsidiaries which is located in or within fifty (50) miles of any locations in which the Company Company, the Designated Affiliates or its any of their subsidiaries as conducted on the last date of the Term (the "Business") or are doing business. (b) Employee covenants and agrees with the Company and its subsidiaries that, during Employee’s employment by the Company and for one (other than as a director, employee, agent, consultant, shareholder, member or manager 1) year following the last day of the Business or Employee’s employment by the Company, Employee shall not directly, or indirectly, for herself or for any other Person: (i) as an individual proprietorsolicit, partnerinterfere with or endeavor to entice away from the Company, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company Designated Affiliate or any of its their subsidiaries was selling or providing oraffiliates, to the Executive's knowledgeany customer, actively planning to sell or provide, during the twelve months preceding the end of the Term (each, a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company client or any Person in the habit of its subsidiaries. The foregoing restrictions shall not be construed to prohibit the ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, dealing with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the foregoing; (ii) interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Company, any Designated Affiliate or any of their subsidiaries or affiliates; or (iii) advise any Person not to do business with the Company, any Designated Affiliate or any of their subsidiaries or affiliates. Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 6 and Section 7 (the Non-Disclosure and Non-Compete sections respectively) would not be unduly burdensome to Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. Employee agrees that the remedy of damages for any breach by Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.

Non-Compete. The Executive agrees Employee will not, during the period commencing on the date hereof of this Agreement or of his engagement with IMI whichever period is longer, and ending twenty-four for a period of two (242) months years immediately following the conclusion termination of the Term (the "Non-Compete Period")this Agreement or his engagement, not towhichever is longer, for any reason whatsoever, directly or indirectly (including through indirectly, for himself or on behalf of or in conjunction with any affiliate)other person, (a) compete with Company persons, company, partnership, corporation, or its subsidiaries or the business of whatever nature: i. Engage in developing or marketing software for animal indentification and traceability in the Company or its subsidiaries as conducted on the last date beef cattle industry within five-hundred (500) miles of the Term (the "Business") or (b) (other than as a director, employee, agent, consultant, shareholder, member or manager home office of the Business or the Company) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the United States in the provision of any services that are the same as, substantially similar to or competitive with the services that the Company IMI or any of its subsidiaries was selling or providing oraffiliates, to the Executive's knowledgewhich Employee has provided services pursuant to this Agreement, actively planning to sell or provide, during the twelve any present location representing a permanent or semi-permanent (at least six (6) months preceding the end of the Term (each, a "Competing Business"), provided that this clause (boperation) shall not be construed to prevent the Executive from being employed by a division or a subsidiary facility of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company IMI or any of its subsidiariessuch affiliates wherein IMI or any of such affiliates have performed services, whether such services were performed as principal, agent, trustee or through the agency of any cooperation, partnership, association, agent, agency or business of whatever nature. ii. The foregoing restrictions shall Call upon any present or past customer of IMI or any of such affiliates (including, but not limited to, any customers obtained for IMI or any of such affiliates by Employee) for the purpose of soliciting or selling any products or services in competition with those of IMI; iii. Call upon any employee of IMI or any of such affiliates for the purpose or with the intent of enticing them away from or out of the employ of IMI or any of such affiliates for any reason whatsoever; and iv. be construed to prohibit the ownership by owner of more than one (1%) of the Executive outstanding capital stock of any corporation or any officer, director or employee of any corporation (other than IMI or a corporation affiliated with IMI), or a member or employee of any partnership, or an owner or employee of any other business which is engaged in any business which competes with IMI, within five-hundred (500) miles of the home office of IMI or any of such affiliates or any present permanent or semi permanent facility of any of IMI or any such affiliates. Notwithstanding the preceding, Employee may: (i) continue any activity which, at the time Employee commenced such activity did not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or violate this Agreement and (ii) debt instruments provide any and all services requested by companies affiliated with IMI. Because of the difficulty of measuring economic losses to IMI as a result of his breach of the foregoing covenant and because of the immediate and irreparable damage that would be caused to IMI for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by IMI in the event of breach by him by injunctions and restraining orders. It is agreed by the parties that the foregoing covenants in this Section 10 impose a reasonable restraint on Employee in light of the activities and business of IMI on the date of the execution of this Agreement and the future plans of IMI; but it is also the intent of IMI and Employee that such covenants be construed and enforced in accordance with the activities and business of IMI on the date of the termination the employment of Employee. The covenants in this Section 10 are severable and separate and the unenforceability of any privately owned entityspecific covenant shall not affect the provisions of any other covenant Moreover, governmental entityin the event any court of competent jurisdiction shall determine that the scope, governmental entitytime or territorial restrictions set forth are unreasonable, quasi-governmental entity, bond issuer or public company, if, with respect then it is the intention of the parties that such restrictions be enforced to both clauses (i) and (ii), such ownership represents a personal investment the fullest extent which the court deems reasonable and the Executive does Agreement shall thereby be reformed. All of the covenants in this Section shall be construed as an agreement independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against IMI, whether predicated on this Agreement or otherwise, shall not either directly or indirectly constitute a defense to the enforcement by IMI of such covenants. It is specifically agreed that the period of two (2) years stated at the beginning of this Section 10, during which the agreements and covenants of Employee made in this Section 10 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 10 and any time during which there is pending in any way manage court of competent jurisdiction any action (including any appeal from any final judgment) brought by any person, whether or exercise control not a party to this Agreement, in which action IMI seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such privately owned entity, governmental entity, quasi-governmental entity, bond issuer agreements and covenants or public company, guarantee any of its financial obligations their unenforceability or otherwise take part in its business other than exercising the Executive's rights as a debt seeks to avoid their performance or equity holder, or seek to do any of the foregoingenforcement.