Common use of Non-Competition and Non-Solicitation Clause in Contracts

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. The Executive hereby covenants In order to protect the Company’s proprietary information and agrees that good will, during the Term Executive’s employment with the Company and for a period of twelve (12) months following (i) the delivery of a Notice of Termination, in the case of an Involuntary Departure or (ii) the termination of the Executive’s employment hereunder and for any other reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of CAS9 technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a period line of one (1) year thereafterbusiness, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive shall on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly: , in any manner, other than for the benefit of the Company (i) own any interest in, operate, join, control divert or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client take away customers of the Company or any of its subsidiaries suppliers; and/or (ii) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason (other than on behalf the termination of subordinate employees undertaken in the course of my employment with the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity). The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that if the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, violates any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceableparagraph 7(b), the remaining provisions or parts hereof shall nevertheless continue to running of the Restricted Period will be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to extended by the time period and/or during which the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions Executive engages in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtviolation(s).

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafterfollowing the termination of the Executive’s employment by either the Company or the Executive for any reason, the Executive shall not, directly or indirectly: not (i) own perform services which are substantially similar and/or equivalent to the services being performed by the Executive during his employment with the Company, individually or on behalf of any interest inperson, operatefirm, joinpartnership, control association, business organization, corporation or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each each, a “Competing Entity”) which has material operations which compete with any business in which that owns, operates, acquires or develops multi-family residential properties within one or more states where the Company or any of its subsidiaries is then engaged orCompany’s properties, to at the then existing knowledge time of the Executive’s termination, proposes are located and which Competing Entity has total assets in excess of $200,000,000 as of the most recently completed quarter prior to engagethe Executive's termination, which value shall be calculated in accordance with generally accepted accounting principles; (ii) directly or indirectly solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any the business described in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engagesubsection (i) hereof; or (iii) directly or indirectly induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.110.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 10.1 relating to the time period and/or period, the area of restriction restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable such provision(s) shall be reformed by such court shall become and thereafter be by limit or reducing it to the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written notice from the Executive of such non-payment.

Non-Competition and Non-Solicitation. The Executive hereby covenants For the period beginning with the Effective Date and agrees continuing thereafter until the expiration of twelve (12) months after termination of Employee's employment with the Company, then Employee covenants, warrants and represents that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall he will not, directly or indirectly: (i) own any interest inengage directly or indirectly, operate, join, control alone or participate as a shareholder, partner, officer, director, principalemployee or consultant of any other business organization, officer including as an agent or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with reseller of another company that engages in any business in which activities that are directly competitive with the Company or any of its subsidiaries is then engaged orCompany, including but not limited to the then existing knowledge of the Executiveweb conferencing, proposes to engageeLearning or audio conferencing industries; (ii) solicit divert to any competitor of the Company any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) induce a customer to cease doing business with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce solicit or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave their employment with the employ Company or seek employment by or with any competitor of the Company or hire directly or indirectly any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests employee of the Company. The Executive further acknowledges parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from owning less than 5% of the common stock of any publicly traded corporation conducting business activities that are competitive with the Company would or serving as an officer, director, stockholder or employee of an entity whose business operations are not have entered into this Agreement absent Executive’s agreement competitive with those of the Company. Employee will continue to the foregoing. In the event that, notwithstanding the foregoing, any of be bound by the provisions of this Section 6.1 or 9 until their expiration and will not be entitled to any parts hereof shall be held compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be reasonable and enforceable by the remaining provisions court or parts hereof shall nevertheless continue to other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and enforceable binding as though the any invalid or unenforceable portions or parts provision had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. The Executive hereby covenants In order to protect the Company Entities’ Proprietary Information and agrees that during good will, while I am employed by the Term of the Executive’s employment hereunder Company and for a period of one twelve (112) year thereaftermonths following the termination of my employment for any reason, Executive shall notexcept as provided in the last two sentences of this Section 8, I agree that I will not directly or indirectly: (ia) own perform the same or similar services in the Restricted Area (as defined below) for any interest inCompetitor (as defined below) as those I performed for the Company Entities during my employment with the Company; (b) engage in or become employed in any capacity by, operate, join, control or participate as a partnerbecome an officer, director, principalagent, officer consultant, contractor, shareholder or agent ofpartner of any partnership, enter into corporation or entity that at the employment of, act as a consultant totime of my engagement is engaged in, or perform is planning to engage in, the Business, unless I am engaged solely by a division or affiliate of such partnership, corporation or entity that does not engage in the Business and the entity or division, as applicable, which engages in the Business represents no more than 10% of such entity’s (or, in case of an affiliate, the entire controlled group’s) annual revenues and I am not involved, directly or indirectly, in any plans to engage in the Business, or I am providing services to a portfolio company of a private equity fund which does not engage in the Business (even if the private equity fund has another portfolio company which engages in the Business; provided I provide no services to such other portfolio company or advise on the acquisition or purchase of any Competitor) or have a passive (no more than 5%) equity interest in a private equity or hedge fund that owns an entity engaged in or planning to be engaged in the Business as long as I do not provide services directly to such Business (“Carve-out”); (c) on behalf of a Competitor: (i) call upon, solicit, contact, or provide any services (or attempt to do any of the foregoing) for any entity (each a “Competing Entity”) which has material operations which compete with any business in which Customer or Potential Customer of the Company Entities that I called upon, solicited, contacted, or any serviced for the Company Entities (or for Accenture but only with respect to a client or customer who continued to be a client or customer of its subsidiaries is then engaged the Company after the Closing) during my employment or, on or following my termination date, within the two years prior to the then existing knowledge of the Executive, proposes to engagemy termination date; (ii) solicit call upon, solicit, contact, or provide any customer services (or client attempt to do any of the foregoing) for any Customer or Potential Customer; (iii) call upon, solicit, or contact or provide any services to any vendor or supplier of the Company Entities who during my employment is a vendor or supplier of any of the Company Entities, or on or following my termination date, was a vendor or supplier of the Company Entities during the 24 month period prior to my termination date or about whom I had knowledge; or (iv) otherwise divert or take away (or attempt to do any of the foregoing) any business of the Company Entities to a Competitor of the Company Entities; or (d) undertake planning for or organization of a business competitive with the Company Entities’ Business. Notwithstanding the foregoing, nothing in this Section 8 shall be violated by actions taken in the good faith performance of my duties to the Company Entities or any activities by me permitted by the Carve-out. I recognize and agree that as part of its subsidiaries (other than my job duties and responsibilities, I will be providing services for or on behalf of the Company) Company Entities that are coextensive with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee entire geographic scope of the Company or any Entities’ business, and that because of its subsidiaries or affiliated entities to leave the employ global nature and scope of these executive duties and responsibilities and because of the global nature and scope of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate Entities’ business and economic interests their focus on the Business, my performance of the Company. The Executive further acknowledges that the Company would my duties and responsibilities is not have entered into this Agreement absent Executive’s agreement tied to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 specifically designated territory or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtgeographic region.

Non-Competition and Non-Solicitation. The Executive hereby covenants In order to protect the Company Entities’ Proprietary Information and agrees that during good will, while I am employed by the Term of the Executive’s employment hereunder Company and for a period of one twelve (112) year thereaftermonths following the termination of my employment for any reason, Executive shall notexcept as provided in the last two sentences of this Section 8, I agree that I will not directly or indirectly: (ia) own perform the same or similar services in the Restricted Area (as defined below) for any interest inCompetitor (as defined below) as those I performed for the Company Entities during my employment with the Company; (b) engage in or become employed in any capacity by, operate, join, control or participate as a partnerbecome an officer, director, principalagent, officer consultant, contractor, shareholder or agent ofpartner of any partnership, enter into corporation or entity that at the employment of, act as a consultant totime of my engagement is engaged in, or perform is planning to engage in, the Business, unless I am engaged solely by a division or affiliate of such partnership, corporation or entity that does not engage in the Business and the entity or division, as applicable, which engages in the Business represents no more than 10% of such entity’s (or, in case of an affiliate, the entire controlled group’s) annual revenues and I am not involved, directly or indirectly, in any plans to engage in the Business, or I am providing services to a portfolio company of a private equity fund which does not engage in the Business (even if the private equity fund has another portfolio company which engages in the Business; provided I provide no services to such other portfolio company or advise on the acquisition or purchase of any Competitor) or have a passive (no more than 5%) equity interest in a private equity or hedge fund that owns an entity engaged in or planning to be engaged in the Business as long as I do not provide services directly to such Business (“Carve-out”); (c) on behalf of a Competitor: (i) call upon, solicit, contact, or provide any services (or attempt to do any of the foregoing) for any entity (each a “Competing Entity”) which has material operations which compete with any business in which Customer or Potential Customer of the Company Entities that I called upon, solicited, contacted, or any of its subsidiaries is then engaged serviced for the Company Entities during my employment or, on or following my termination date, within the two years prior to the then existing knowledge of the Executive, proposes to engagemy termination date; (ii) solicit call upon, solicit, contact, or provide any customer services (or client attempt to do any of the foregoing) for any Customer or Potential Customer; (iii) call upon, solicit, or contact or provide any services to any vendor or supplier of the Company Entities who during my employment is a vendor or supplier of any of the Company Entities, or on or following my termination date, was a vendor or supplier of the Company Entities during the 24 month period prior to my termination date or about whom I had knowledge; or (iv) otherwise divert or take away (or attempt to do any of the foregoing) any business of the Company Entities to a Competitor of the Company Entities; or (d) undertake planning for or organization of a business competitive with the Company Entities’ Business. Notwithstanding the foregoing, nothing in this Section 8 shall be violated by actions taken in the good faith performance of my duties to the Company Entities or any activities by me permitted by the Carve-out. I recognize and agree that as part of its subsidiaries (other than my job duties and responsibilities, I will be providing services for or on behalf of the Company) Company Entities that are coextensive with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee entire geographic scope of the Company or any Entities’ business, and that because of its subsidiaries or affiliated entities to leave the employ global nature and scope of these executive duties and responsibilities and because of the global nature and scope of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate Entities’ business and economic interests their focus on the Business, my performance of the Company. The Executive further acknowledges that the Company would my duties and responsibilities is not have entered into this Agreement absent Executive’s agreement tied to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 specifically designated territory or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtgeographic region.

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafterfollowing the termination of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or due to Company’s non-renewal of the Agreement pursuant to Section 4 hereof, the Executive shall not, directly or indirectly: not (i) own any interest inperform services as an executive officer of a real estate investment trust that competes with the Company (i.e., operateowns multi-family apartment at least half of which are located within one hundred miles of apartment communities owned by the Company) in the ownership and operation of multi-family residential real estate (each, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) directly or indirectly solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any the business described in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engagesubsection (i) hereof; or (iii) directly or indirectly induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.110.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 10.1 relating to the time period and/or period, the area of restriction restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable such provision(s) shall be reformed by such court shall become and thereafter be by limit or reducing it to the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written notice from the Executive of such non-payment. Notwithstanding anything to the contrary in this Agreement, in the event that the Executive commences employment with a Competing Entity, the Company shall, effective on the date the Executive’s employment with a Competing Entity commences, cease making payments to the Executive required by Section 7 and/or Section 8 of this Agreement and shall thereafter have no further obligation to make any payments to the Executive under this Agreement.

Non-Competition and Non-Solicitation. The Executive hereby covenants In order to protect the Company’s proprietary information and agrees that good will, during the Term Executive’s employment with the Company and for a period of twelve (12) months following the (i) the delivery of a Notice of Termination, in the case of an Involuntary Departure or (ii) the termination of the Executive’s employment hereunder and for any other reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of CAS9 technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a period line of one (1) year thereafterbusiness, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive shall on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly: , in any manner, other than for the benefit of the Company (i) own any interest in, operate, join, control divert or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client take away customers of the Company or any of its subsidiaries suppliers; and/or (ii) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason (other than on behalf the termination of subordinate employees undertaken in the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge course of the Executive, proposes to engage; or (iii) induce or encourage any employee of ’s employment with the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entityCompany). The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that if the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, violates any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceableparagraph 7(b), the remaining provisions or parts hereof shall nevertheless continue to running of the Restricted Period will be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to extended by the time period and/or during which the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions Executive engages in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtviolation(s).

Non-Competition and Non-Solicitation. The (a) In further consideration of the compensation to be paid to Executive hereby covenants and agrees hereunder, Executive acknowledges that during the course of his employment with the Company he has become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his services have been and shall be of special, unique and extraordinary value to the Company, and therefore, Executive agrees that, during the Term of the Executive’s employment hereunder and for a period of one six (16) year thereaftermonths thereafter (the “Noncompete Period”), Executive he shall not, without the Company’s prior written consent, directly or indirectly: (i) own any interest in, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, directorconsultant or otherwise with, principalany business or organization in the United States, officer Canada or agent ofMexico that sells or markets golf equipment, enter into apparel, accessories or services directly to consumers, whether through retail or direct marketing channels, including, but not limited to catalogs and the employment of, act as a consultant to, or perform any services for any entity internet (each a “Competing EntityCompetitive Business”); provided, however, that nothing herein shall prohibit Executive from (i) which has material operations which compete with any business in which the Company or any being a passive owner of its subsidiaries is then engaged or, to the then existing knowledge not more than 2% of the Executiveoutstanding stock of any class of a corporation which is publicly traded, proposes to engageso long as Executive has no active participation in the business of such corporation; or (ii) solicit any customer becoming involved with a business or client organization for which activities comprising a Competitive Business do not represent more than $10 million in revenues or more than 10% of such business or organization’s total revenues. If, at the Company or any time of its subsidiaries (other than on behalf enforcement of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged orthis Article III, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, a court shall hold that the Executive mayduration, solely as an investmentscope or area restrictions stated herein are unreasonable under circumstances then existing, hold equity securities of the Company parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and not more than five percent (5%) of that the combined voting securities of any publicly-traded corporation or other business entitycourt shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that the restrictions contained in this Article III are reasonable and that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of reviewed the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.Agreement with his legal counsel

Non-Competition and Non-Solicitation. The Executive hereby (a) In consideration of the mutual covenants and agrees that provided for herein to the Seller Parties, during the Term period beginning on the Closing Date and ending eighteen (18) months following the Closing Date (the “Noncompete Period”), the Seller Parties shall not, except on behalf of the Executive’s employment hereunder Greenbrook Companies or at the direction of Greenbrook, and for a period of one the Seller Parties shall cause their respective controlled Affiliates and beneficiaries to not, engage (1) year thereafterwhether as an owner, Executive shall notoperator, manager, investor, employee, officer, director, consultant, advisor, representative, or otherwise), directly or indirectly: (i) own , in any interest inbusiness that engages, operatedirectly or indirectly, join, control in the provision of TMS Services in any state of the United States in which a Greenbrook Company or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant toSuccess Subject Company maintains, or perform is in the process of establishing, one or more locations for the provision of TMS Services as of the Effective Date; provided that the receipt of any services for Greenbrook Shares pursuant to the terms of this Agreement or otherwise, the ownership of less than 3% of the outstanding stock of any entity (each a “Competing Entity”) which has material operations which compete with any business in which publicly traded entity, and the Company ownership by the Seller Principals or any of its subsidiaries is then engaged ortheir controlled Affiliates of, any hospital that provides TMS Services shall not be deemed to the then existing knowledge be a breach of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, this Section 5.7(a). The parties hereto agree that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions covenant set forth in this Section 6.15.7(a) is reasonable with respect to its duration, including without limitation geographical area, and scope. If the time period final judgment of restriction set forth above, are fair and reasonable and are reasonably required for the protection a court of the legitimate business and economic interests of the Company. The Executive further acknowledges competent jurisdiction declares that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions term or provision of this Section 6.1 or any parts hereof shall be held to be 5.7(a) is invalid or unenforceable, the remaining provisions parties agree that the court making the determination of invalidity or parts hereof unenforceability shall nevertheless continue have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable as though and that comes closest to expressing the intention of the invalid or unenforceable portions term or parts had not been included herein. In provision, and this Agreement shall be enforceable as so modified after the event that any provision expiration of this Section 6.1 relating to the time period and/or within which the area of restriction and/or related aspects shall judgment may be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtappealed.

Non-Competition and Non-Solicitation. The Executive hereby covenants and Employee agrees that during the Term of the Executive’s employment hereunder Employment and for a period of one year after termination of the Employment (1the “Restricted Period”) year thereafterhe will not directly, Executive shall notindirectly, directly once, occasionally or indirectly: professionally, under his name or under a third party name, on his own behalf or on behalf of third parties hold a Material Interest in a business or venture which (A) is or is about to compete with the Company or an Affiliate within the scope of research, development and commercialization of drugs to treat (i) own psychiatric disorders, sleep disorders or Pxxxxxxxx’x disease or (ii) any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services other indication for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company is clinically developing or any commercializing a drug at the time of its subsidiaries is then engaged or, to the then existing knowledge termination of the ExecutiveEmployee’s employment (the “Restricted Business”), proposes or (B) is likely to engage; result in the intentional or unintentional disclosure or use of Confidential Information by the Employee in order for him to properly discharge his duties to or further his interest in that business or venture. It is recognized that the Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition and non-solicitation covenant are therefore not appropriate. These restrictions shall not prevent the Employee from (iia) solicit any customer or client accepting employment with a recognized pharmaceutical company that is not primarily engaged in a Restricted Business, provided that the services of the Company or Employee for any of its subsidiaries (other than on behalf of the Company) with respect such entity do not primarily relate to any business Restricted Business in which the Company or any of its subsidiaries is then such entity may be engaged or, to the then existing knowledge of the Executive, proposes to engage; or and/or (iiib) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than holding five percent (5%) of the combined voting securities of any publicly-publicly traded corporation or other business entity. The foregoing covenants and agreements of During the Executive are referred to herein as Restricted Period, the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant andEmployee agrees not to, having done sodirectly or indirectly, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required whether for the protection Employee’s own account or for the account of any other individual or entity in competition with the legitimate business and economic interests Restricted Business, (i) solicit for hire or engagement, hire, or engage any individual who is employed by the Company or its Affiliates on the date of any attempted solicitation in a senior managerial, sales, marketing, technical or supervisory capacity or was so employed during the Company12 months period prior thereto with whom you dealt during that period or (ii) otherwise induce or attempt to induce any individual who is employed by Company or its Affiliates in a senior managerial, sales, marketing, technical or supervisory capacity to terminate such employment. The Executive further acknowledges that Restricted Period shall be reduced by the amount of time during which, if at all, the Company would not have entered into this Agreement absent Executive’s agreement to places the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtEmployee on Garden Leave.

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a ““ Competing EntityEntity ”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he she has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during the Term Each of the Executive’s employment hereunder and Sellers agrees --------------- --- ---------------- that for a period from the Closing Date until the fifth anniversary of one (1) year thereafterthe Closing Date, Executive such Seller and such Seller's Affiliates shall not, without the prior written consent of the Buyer, (a) engage anywhere in the United States, directly or indirectly: (i) own any interest in, operate, join, control alone or participate as a shareholder (other than as a holder of less than 3% of the capital stock of any publicly traded corporation), member, partner, manager, officer, director, principalemployee or consultant, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with in any business that is engaged or becomes engaged in which the Company business of the Companies as existing on the Closing Date, (b) divert or attempt to divert to any competitor of the Companies or any Affiliate of its subsidiaries is then engaged orany such competitor, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client client, or any prospective customer or client, of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged orCompanies, to the then existing knowledge of the Executive, proposes to engage; or (iiic) induce solicit or encourage encourage, or attempt to solicit or encourage, any employee of the Company Companies to leave its employ for employment by or with either Seller or such Seller's Affiliates, or any competitor of the Companies or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of such competitor's Affiliates. If at any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof 10.2 shall be held determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the remaining provisions court or parts hereof other body having jurisdiction over the matter; and the Sellers agree that this Section 10.2 as so amended shall nevertheless continue to be valid and enforceable binding as though the any invalid or unenforceable portions or parts provisions had not been included hereintherein. In Notwithstanding anything to the contrary set forth in this Section 10.2, in the event that any provision of Earn-Out Payment due and owing to either Seller is not paid when due in accordance with Section 3 hereof, and continues unpaid after written notice thereof has been furnished from such Seller to the Buyer and a fifteen (15) day period to remedy same has expired, then the non-competition covenants set forth in this Section 6.1 relating 10.2 shall terminate as to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions Seller as of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by end of such courtfifteen (15) day period.

Non-Competition and Non-Solicitation. The Executive As a material consideration for the Severance, and in addition to any similar obligations you have under the Employee Invention Agreement, you hereby covenants and agrees that specifically agree with Versant that, during the Term of the Executive’s employment hereunder and for a any period of one (1) year thereaftertime in which you are receiving Severance from Versant under Section 4 hereof, Executive you shall not, directly or indirectly: (ia) own engage in any interest inCompeting Business (as defined below); or (b) solicit or induce any of the employees, operate, join, control independent contractors or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company agents of Versant or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes end or diminish their relationships with or services to engage; (ii) solicit any customer or client of the Company Versant or any of its subsidiaries (subsidiaries, nor shall you solicit, recruit or otherwise induce any such person to perform services for you or for any other than on behalf of the Company) with respect to any business in which the Company person or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants non-solicitation obligation extends to all employees, independent contractors and agreements agents of Versant and all Versant’s subsidiaries, business units and/or divisions. A “Competing Business” means the business of developing, supporting, marketing, distributing, licensing, or otherwise providing database management software or related maintenance, support or consulting services. You agree with Versant that, before you commence any employment or other services for any company or business (other than Versant) during any period of time in which you are receiving Severance from Versant under Section 4 hereof, you will first notify Versant in writing of the Executive are referred to herein as specific nature of such employment or other services and the identity of the company or business for whom you will provide such services or be employed by (the “Restrictive Covenant.” The Executive acknowledges Employment Notice”) so that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees Versant may decide whether it believes that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 such services or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included hereinemployment will constitute a Competing Business. In the event that you engage in a Competing Business, you will immediately cease to be entitled to receive any provision further Severance and your right to exercise your Versant options will immediately terminate. Provided you have complied with your obligation to give Versant the Employment Notice, if you thereafter engage in a Competing Business described in an Employment Notice you will not be deemed to be in breach of this Section 6.1 relating 7 so long as you promptly reimburse Versant for any Severance you received to which you are not entitled under this Section 7. Nothing in this Section 7 is intended to modify your consulting obligations under Section 5 hereof. In addition, nothing in this Agreement is intended to release you from any of your obligations under the time period and/or the area Employee Invention Agreement or from any other fiduciary or other duty (at law or otherwise) to refrain from disclosing or using (or permitting others to use) any confidential or proprietary information or technology of restriction and/or related aspects shall be declared by a court Versant or any trade secrets of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtVersant.

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafterfollowing the termination of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or due to Company’s non-renewal of the Agreement pursuant to Section 4 hereof, the Executive shall not, directly or indirectly: not (i) own any interest inperform services as an executive officer of a real estate investment trust that competes with the Company (i.e., operateowns multi-family apartment at least half of which are located within one hundred miles of apartment communities owned by the Company) in the ownership and operation of multi-family residential real estate (each, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) directly or indirectly solicit any customer or client (which shall not include lawyers, accountants lenders with whom the Company does business) of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any the business described in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engagesubsection (i) hereof; or (iii) directly or indirectly induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.110.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 10.1 relating to the time period and/or period, the area of restriction restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable such provision(s) shall be reformed by such court shall become and thereafter be by limit or reducing it to the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written notice from the Executive of such non-payment. Notwithstanding anything to the contrary in this Agreement, in the event that the Executive commences employment with a Competing Entity, the Company shall, effective on the date the Executive’s employment with a Competing Entity commences, cease making payments to the Executive required by Section 7 and/or Section 8 of this Agreement and shall thereafter have no further obligation to make any payments to the Executive under this Agreement.

Non-Competition and Non-Solicitation. The Executive hereby covenants In order to protect the Company’s proprietary information and agrees that good will, during the Term Executive’s employment with the Company and for a period of nine (9) months following (i) the delivery of a Notice of Termination, in the case of an Involuntary Departure or (ii) the termination of the Executive’s employment hereunder and for any other reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a period line of one (1) year thereafterbusiness, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive shall on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly: , in any manner, other than for the benefit of the Company (i) own any interest in, operate, join, control divert or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client take away customers of the Company or any of its subsidiaries suppliers; and/or (ii) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason (other than on behalf the termination of subordinate employees undertaken in the course of my employment with the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity). The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that if the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, violates any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceableparagraph 7(b), the remaining provisions or parts hereof shall nevertheless continue to running of the Restricted Period will be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to extended by the time period and/or during which the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions Executive engages in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtviolation(s).

Non-Competition and Non-Solicitation. The Executive hereby covenants In order to protect the Company Entities’ Proprietary Information and agrees that during good will, while I am employed by the Term of the Executive’s employment hereunder Company and for a period of one twelve (112) year thereaftermonths following the termination of my employment for any reason, Executive shall notexcept as provided in the last two sentences of this Section 8, I agree that I will not directly or indirectly: (ia) own perform the same or similar services in the Restricted Area (as defined below) for any interest inCompetitor (as defined below) as those I performed for the Company Entities during my employment with the Company; (b) engage in or become employed in any capacity by, operate, join, control or participate as a partnerbecome an officer, director, principalagent, officer consultant, contractor, shareholder or agent ofpartner of any partnership, enter into corporation or entity that at the employment of, act as a consultant totime of my engagement is engaged in, or perform is planning to engage in, the Business, unless I am engaged solely by a division or affiliate of such partnership, corporation or entity that does not engage in the Business and the entity or division, as applicable, which engages in the Business represents no more than 10% of such entity’s (or, in case of an affiliate, the entire controlled group’s) annual revenues and I am not involved, directly or indirectly, in any plans to engage in the Business, or I am providing services to a portfolio company of a private equity fund which does not engage in the Business (even if the private equity fund has another portfolio company which engages in the Business; provided I provide no services to such other portfolio company or advise on the acquisition or purchase of any Competitor) or have a passive (no more than 5%) equity interest in a private equity or hedge fund that owns an entity engaged in or planning to be engaged in the Business as long as I do not provide services directly to such Business (“Carve-out”); (c) on behalf of a Competitor: (i) call upon, solicit, contact, or provide any services (or attempt to do any of the foregoing) for any entity (each a “Competing Entity”) which has material operations which compete with any business in which Customer or Potential Customer of the Company Entities that I called upon, solicited, contacted, or any of its subsidiaries is then engaged serviced for the Company Entities during my employment or, on or following my termination date, within the two years prior to the then existing knowledge of the Executive, proposes to engagemy termination date; (ii) solicit call upon, solicit, contact, or provide any customer services (or client attempt to do any of the foregoing) for any Customer or Potential Customer; (iii) call upon, solicit, or contact or provide any services to any vendor or supplier of the Company Entities who during my employment is a vendor or supplier of any of the Company Entities, or on or following my termination date, was a vendor or supplier of the Company Entities during the 24-month period prior to my termination date or about whom I had knowledge; or (iv) otherwise divert or take away (or attempt to do any of the foregoing) any business of the Company Entities to a Competitor of the Company Entities; or (d) undertake planning for or organization of a business competitive with the Company Entities’ Business. Notwithstanding the foregoing, nothing in this Section 8 shall be violated by actions taken in the good faith performance of my duties to the Company Entities or any activities by me permitted by the Carve-out. I recognize and agree that as part of its subsidiaries (other than my job duties and responsibilities, I will be providing services for or on behalf of the Company) Company Entities that are coextensive with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee entire geographic scope of the Company or any Entities’ business, and that because of its subsidiaries or affiliated entities to leave the employ global nature and scope of these executive duties and responsibilities and because of the global nature and scope of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate Entities’ business and economic interests their focus on the Business, my performance of the Company. The Executive further acknowledges that the Company would my duties and responsibilities is not have entered into this Agreement absent Executive’s agreement tied to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 specifically designated territory or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtgeographic region.

Non-Competition and Non-Solicitation. The Executive hereby covenants Each of the Seller and each Member agrees that during the Term of the Executive’s employment hereunder and for a period from the Closing Date until the first anniversary of one (1) year thereafterthe Closing Date, Executive the Seller, each Member and such Member's Affiliates shall not, without the prior written consent of the Buyer, (a) engage anywhere in the United States, directly or indirectly: (i) own any interest in, operate, join, control alone or participate as a shareholder (other than as a holder of SFX capital stock or less than 5% of the capital stock of any publicly-traded corporation), member, partner, manager, officer, director, principalemployee or consultant, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with in any business organization that is engaged or become engaged in which the Company Business, except for Law pursuant to and to the extent set forth in the Employment/Management Agreement, (b) divert to any competitor of the Seller or any Affiliate of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any such competitor any customer or client sponsor of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged orSeller, to the then existing knowledge of the Executive, proposes to engage; or (iiic) induce solicit or encourage any employee of the Company Seller to leave its employ for employment by or with any Member or any competitor of the Seller or any of its subsidiaries or affiliated entities to leave the employ of the Company or their Affiliates. If at any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof 12.2 shall be held determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 12.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the remaining provisions court or parts hereof other body having jurisdiction over the matter; and the Seller and the Members agree that this Section 12.2 as so amended shall nevertheless continue to be valid and enforceable binding as though the any invalid or unenforceable portions or parts provisions had not been included hereintherein. In Notwithstanding anything to the contrary under this Section 12, the non-competition covenants imposed upon the Seller and the Members under this Section 12 (i) shall terminate and be no longer applicable with respect to any Acquired Assets repurchased by the Members under the Repurchase Agreement, and (ii) shall not prohibit in any manner the Seller's (or its nominee's or assignee's) operation of Harborlights and use and enjoyment of the Harborlights Assets in the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtHarborlights Assets are Excluded Assets hereunder.

Non-Competition and Non-Solicitation. The Executive hereby covenants and Employee agrees that during for as long as he is employed by SGS and, subject to the Term of the Executive’s employment hereunder and next sentence, for a period of one 12 months after termination of this Agreement (1the “12-Month Post-Termination Period”) year thereafter, Executive he shall not, not directly or indirectly: (i) own , for his benefit or with any interest inperson, firm, or corporation whatsoever, other than SGS, own, manage, operate, joincontrol, control provide consulting services to, be employed by or participate as a partnerin the ownership, directormanagement, principaloperation, officer or agent control of, enter into the employment ofor be connected in any manner with, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; type and character engaged in and competitive with that conducted by SGS in the geographic and product market areas of SGS. Employee’s obligations under the preceding sentence will apply during the 12-Month Post-Termination Period only (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Companyi) with respect to any business a non-legal function in which Employee would not be engaged in the Company practice of law and/or (ii) if Employee ceases to be subject to Virginia’s Rules of Professional Conduct (or successor rules applicable to attorneys licensed in Virginia) and the attorney professional conduct rules of any other jurisdiction applicable to Employee. In addition, Employee agrees that for as long as he is employed by SGS and during the 12-Month Post-Termination Period he shall not (i) interfere with the employment relationship between SGS (together with the corporate affiliates of SGS) and its other employees by soliciting any of its subsidiaries is then engaged or, such individuals to the then existing knowledge of the Executive, proposes to engageparticipate in independent business ventures; or (iiiii) induce or encourage solicit, in connection with any employee business of the Company type and character engaged in and competitive with that conducted by SGS, any current or any former customers of SGS (or its subsidiaries or affiliated entities to leave the employ corporate affiliates). Employee agrees that, in consideration of the Company or any of its subsidiaries or affiliated entities; providedpromises and mutual covenants contained herein, that the Executive mayterritorial, solely as an investment, hold equity securities of the Company time and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions scope limitations set forth in this Section 6.1, including without limitation the time period of restriction set forth above, 5 are fair and reasonable and are reasonably required for the protection of the legitimate business SGS, and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, such limitations should be enforced by a court notwithstanding the foregoingfact that such limitations might otherwise be deemed unreasonable. However, if any of the provisions of this Section 6.1 such territorial, time or any parts hereof shall be held scope limitation is nonetheless deemed to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared unreasonable by a court of competent jurisdiction jurisdiction, Employee and SGS agree to exceed the maximum restrictiveness reduction of any such court deems reasonable and enforceablelimitation to such area, period or scope as the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be deem reasonable under the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtcircumstances.

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s Executive 's employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”Entity ") which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “"Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation l imitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s Executive 's agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum maxim u m restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum maxim um restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during During the Term of three-year period commencing on the Executive’s employment hereunder and for a period of one (1) year thereafterClosing Date, Executive the Seller Parties shall not, directly or indirectlyand shall ensure that their Subsidiaries (i.e., for as long as they remain Subsidiaries) shall not: (ia) own conduct or engage, to any interest inextent, operatein the Restricted Business, joinprovided that, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform if any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company Person acquires Seller or any of its subsidiaries Subsidiaries and such Person is then engaged orin the Restricted Business at the time of such acquisition, the restrictions in this Section 6.13(a) will not apply to the such Person or its then existing knowledge Affiliates with respect to such Restricted Business and any services provided by the Seller Parties or their Affiliates under the Tolling Agreement shall not breach or be deemed a breach of the Executive, proposes to engagethis Section 6.13(a); (iib) solicit acquire in whole or in part any customer business that conducts or client of the Company engages in any Restricted Business, provided that, nothing in this Section 6.13 shall prevent Seller or any of its subsidiaries Affiliates from (other in each case, in good faith), (i) acquiring, or owning an investment of less than on behalf 10% of the Companyissued and outstanding securities or interests convertible into securities in a business that is engaged in Restricted Business, (ii) with respect to any acquiring or owning an investment in a business that is engaged in which Restricted Business, provided that the Company or any revenues of its subsidiaries is then engaged or, to the then existing knowledge such Restricted Business do not exceed 10% of the Executivenet revenues of such acquired or owned business, proposes to engage; or (iii) induce conducting any business as conducted by the Seller or encourage its Affiliates (other than the Company), other than the Restricted Business, on or prior to the Closing Date; or (c) solicit, hire or otherwise engage any employee Business Employees or other employees of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided(collectively, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees Restricted Employees”); provided that the restrictions set forth in this Section 6.16.13(c) shall not apply to the hiring or engagement of any Restricted Employee if such Restricted Employee (x) responds to a bona fide general recruitment advertisement that was not specifically targeting any Restricted Employee, including without limitation the time period or (y) is under notice of restriction set forth above, are fair and reasonable and are reasonably required for the protection termination of its employment as of the legitimate business and economic interests date of the Companythis Agreement, or (z) has been given notice of termination by his or her employer. The Executive further acknowledges If any court determines that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 6.13 is excessive in duration or any parts hereof shall be held to be invalid scope or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid is unreasonable or unenforceable portions or parts had not been included herein. In under applicable Law, it is the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions intention of the Restrictive Covenant shall remain Parties that such restriction may be modified or amended by the court to render it enforceable to the fullest maximum extent deemed reasonable permitted by such court.the Laws of that jurisdiction. Section 6.14

Non-Competition and Non-Solicitation. The Executive (a) Each Seller hereby covenants acknowledges and agrees that during (x) it is familiar with the Term trade secrets and with other Confidential Information related to the business of the Executive’s employment hereunder Company and for its Subsidiaries, and (y) Buyer and its Affiliates would be irreparably damaged if such Seller (except with respect to Spell) were to compete with or otherwise interfere with the business of any of them and that any such competition would result in a period significant loss of one goodwill by Buyer and its Affiliates. Each Seller further acknowledges and agrees that the covenants and agreements set forth in this Section 5.9 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the full benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if any Seller breached this Section 5.9. Therefore, in further consideration of the amounts paid to Sellers on the Closing Date pursuant to this Agreement, each Seller other than Spell agrees that (1i) year thereafteruntil the third anniversary of the Closing, Executive such Seller shall notnot anywhere in the United States, Canada or Central America and (ii) until the fifth anniversary of the Closing, such Seller shall not anywhere in the States of Indiana or Illinois, directly or indirectly: (i) indirectly own any interest in, operatemanage, joincontrol, control or participate in (whether as a partneran officer, director, principalemployee, officer partner, representative or agent ofotherwise), enter into consult with, or in any other manner engage in any activity which is directly or indirectly competitive with the employment ofBusiness or any portion thereof (“Competitive Activities”). Notwithstanding the foregoing, act the foregoing covenant shall not be deemed breached as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge result of the Executive, proposes to engage; (ii) solicit any customer or client passive ownership by such Seller of the Company or any less than an aggregate of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities 2% of any publicly-class of publicly traded stock of a corporation engaged, directly or other indirectly, in Competitive Activities so long as Seller does not have any active participation in the business entityof such corporation. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive Each Seller acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, above are fair and reasonable and are reasonably required for necessary to protect the protection of the legitimate business and economic interests goodwill of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. The Executive hereby covenants (a) During the period beginning on the Closing Date and agrees that during ending on the Term fifth anniversary thereof (the "Non-Competition Period"), except as required in connection with the Retained SmartMove Accounts and the Rewards Accelerator Accounts, neither the Company nor any of its Subsidiaries or any entity which is an Affiliate of the Executive’s employment hereunder Company (individually and for a collectively, the "Company Parties") shall directly or indirectly engage in any consumer credit card business or activity which is in competition with the Business or the Fleet Business in the United States; provided, however, that ownership of less than 2% of the outstanding capital stock of any publicly traded corporation which is in direct competition with the Business or the Fleet Business in the United States shall not violate the foregoing agreement not to compete. (b) During the period beginning on the Closing Date and ending on the fifth anniversary thereof, neither the Company nor any of one its Subsidiaries shall, directly or indirectly use any past or present customer list of the Business or any list of prospective customers generated by use of the know-how, trade secrets or other intellectual property of the Business (1whether in hard copy or data file or otherwise) year thereafter, Executive shall notto solicit, directly or indirectly: (i) own , any interest in, operate, join, control customer of the Business or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services Fleet Business for any entity consumer debt product or in its business credit card operations; provided, however that nothing in this Section 6.15 shall require the Company or any of 31 32 its Affiliates to destroy any customer lists relating to the Business that it may have in its possession (each a “Competing Entity”whether in hard copy, data file or otherwise) which has material operations which compete or to sort or cull any customer list used by the other businesses of the Company or its Affiliates and nothing in this Section 6.15(b) shall restrict the general use of know-how by the Company in the conduct of its business. (c) For the period beginning as of the close of business on the Closing Date and ending on the third anniversary thereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, solicit for employment, retain as an independent contractor or consultant, induce to terminate employment with Fleet, any of its Subsidiaries or the LLC or otherwise interfere with any employee of Fleet, any of its Subsidiaries or the LLC, in all such cases, engaged in the Business or the Fleet Business; provided, however, that persons solicited by the Company and its Subsidiaries pursuant to the use of any general advertisements or general solicitations not specifically directed to employees of Fleet, any of its Subsidiaries or the LLC shall not violate the terms of this covenant. (d) For the period beginning as of the close of business in which on the Closing Date and ending on the third anniversary thereof, neither Fleet nor any of its Subsidiaries shall, directly or indirectly, solicit for employment, retain as an independent contractor or consultant, induce to terminate employment with the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer Subsidiaries or client of the Company or any of its subsidiaries (other than on behalf of the Company) otherwise interfere with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries Subsidiaries; provided, however, that persons solicited by Fleet and its Subsidiaries pursuant to the use of any general advertisements or affiliated entities general solicitations not specifically directed to leave the employ employees of the Company or any of its subsidiaries or affiliated entities; provided, that Subsidiaries shall not violate the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions terms of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included hereincovenant. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.SECTION 6.16

Non-Competition and Non-Solicitation. The Executive Corporation and the Shareholder hereby acknowledge, recognize and confirm that the nature of the Business is highly competitive, that the covenants herein contained in this Section are part of the bargained for consideration without which Purchaser would not consummate the Contemplated Transactions, that the covenants herein will not deprive Corporation or the Shareholder of a means by which they may earn a livelihood or otherwise cause undue hardship and agrees that this Section is a reasonable and necessary means by which Purchaser must be able to protect its legitimate business interests and the goodwill and the customer and supplier relationships of the Business to be acquired by it in connection with the Contemplated Transactions. Accordingly, Corporation and Shareholder agree that neither Corporation nor Shareholder will directly or indirectly during the Term of the Executive’s employment hereunder and for a period of one ten (110) year thereafter, Executive shall not, directly or indirectly: period following the Closing Date (the "Noncompetition Period") (i) own engage in or actively prepare to engage in any interest inCompeting Business, operate, join, control or participate whether such engagement is as a partneran officer, director, principalproprietor, officer or agent ofemployee, enter into the employment ofpartner, act as a consultant tomanager, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged ormember, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries investor (other than on behalf of the Company) with respect to any business as a passive investor in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more less than five percent (5%) of the combined voting securities outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, representative, independent contractor, substantial creditor or otherwise anywhere in the United States, Canada, Europe, Australia, Japan, China, or Malaysia (the "Restricted Territory"); or (ii) assist others in engaging in or preparing to engage in any publicly-traded corporation or other business entity. The foregoing covenants and agreements of Competing Business in the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth manner described in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions clause (i) of this Section 6.1 4.10(a); or (iii) solicit the business of, or trade with, any parts hereof shall be held customers or prospective customers of Corporation in the Restricted Territory with respect to be invalid the products sold by Corporation during the two (2) year period immediately preceding the Closing Date; or unenforceable(iv) induce, or otherwise solicit, any customers with whom Corporation has done business to terminate or otherwise curtail or impair their business relationship with Purchaser or Purchaser's Affiliates; or (v) solicit or induce any individual who is an employee of Purchaser to terminate his or her employment with Purchaser or offer employment to or hire or engage any such individual while such person is employed by Purchaser or during the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included hereinsix (6) month period thereafter. In addition, Corporation and Shareholder agree that neither Corporation nor Shareholder will directly or indirectly during the greater of (i) the two (2) year period following the Closing Date or (ii) the term of the Shareholder's employment with the Purchaser plus one (1) year, but in no event that longer than ten (10) years (y) engage in or actively prepare to engage in any provision business in the Field, whether such engagement is as an officer, director, proprietor, employee, partner, manager, member, investor (other than as a passive investor in less than five percent (5%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, representative, independent contractor, substantial creditor or otherwise anywhere in the Restricted Territory; or (z) assist others in engaging in or preparing to engage in any business in the Field in the manner described in clause (y) of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court4.10(b).

Non-Competition and Non-Solicitation. The Executive hereby covenants and Employee agrees that during the Term of the Executive’s employment hereunder Employment and for a period of one (1) year thereafterafter termination of the Employment he will not directly, Executive shall notindirectly, directly once, occasionally or indirectly: professionally, under his name or under a third party name, on his own behalf or on behalf of third parties compete with the Company or an Affiliate within the scope of research, development and commercialization of drugs to treat (i) own psychiatric disorders, sleep disorders or Xxxxxxxxx’x disease or (ii) any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services other indication for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company is clinically developing or any commercializing a drug at the time of its subsidiaries is then engaged or, to the then existing knowledge termination of the ExecutiveEmployee’s employment (the “Restricted Business”). It is recognized that the Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition and non-solicitation covenant are therefore not appropriate. These restrictions shall not prevent the Employee from (a) accepting employment with a recognized pharmaceutical company that is not primarily engaged in a Restricted Business, proposes to engage; (ii) solicit any customer or client provided that the services of the Company or Employee for any of its subsidiaries (other than on behalf of the Company) with respect such entity do not primarily relate to any business Restricted Business in which the Company or any of its subsidiaries is then such entity may be engaged or, to the then existing knowledge of the Executive, proposes to engage; or and/or (iiib) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than holding five percent (5%) of the combined voting securities of any publicly-publicly traded corporation or other business entity. The foregoing covenants and agreements of During the Executive are referred to herein as Restricted Period, the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant andEmployee agrees not to, having done sodirectly or indirectly, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required whether for the protection Employee’s own account or for the account of any other individual or entity, (i) solicit for hire or engagement, hire, or engage any individual who is employed by the legitimate business and economic interests Company or its Affiliates on the date of any attempted solicitation or was employed during the Companysix month period prior thereto unless such individual had been involuntarily terminated by the Company or (ii) otherwise induce or attempt to induce any individual who is employed by Company or its Affiliates to terminate such employment. The Executive further acknowledges that Restricted Period shall be reduced by the amount of time during which, if at all, the Company would not have entered into this Agreement absent Executive’s agreement to places the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtEmployee on Garden Leave.

Non-Competition and Non-Solicitation. (a) The Executive hereby covenants and Seller agrees that during from the Term date of this Agreement until the fourth anniversary of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall Closing Date it will not, directly or indirectly: indirectly or through, for or on behalf of a third party, compete with the Companies, the Purchaser or any of their respective Affiliates, in each case in the businesses of (i) own any interest inproviding inbound or outbound telemarketing or teleservices, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit operating multimedia contact centers or customer interaction centers that handle customer interaction or service over the telephone, interactive voice response or the Internet, including, without limitation, monitoring chat rooms and/or providing click-to-chat, direct response e-mail or voice over Internet protocol, but not including services related to click-through e-mail (which includes, without limitation, YourMail) (such businesses, collectively, the "RESTRICTED BUSINESS"), and (iii) providing outsourced customer relationship management in the Restricted Business, including, without limitation, by soliciting any customer Clients or client of Prospects for services in the Company Restricted Business; PROVIDED that the provisions contained in this SECTION 5.2(a) shall not be binding upon any third party unaffiliated with the Seller to whom the Seller sells or transfers all or any portion of its subsidiaries remaining businesses. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Seller or its Affiliates (other than the Companies) from conducting their respective businesses as conducted by them on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entityClosing Date. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, Seller agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of foregoing restriction set forth above, are fair and is reasonable and are reasonably required for the protection that each of the legitimate business Purchaser and economic interests of the Company. The Executive further acknowledges Companies may enforce this covenant by seeking to enjoin the Seller for its violation; PROVIDED that if such restriction is not enforceable, then the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof Seller shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable accept such restriction as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed shall allow. The Seller hereby acknowledges and agrees that the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions carrying on of the Restrictive Covenant shall remain enforceable Restricted Business is not limited to the fullest extent deemed reasonable by such courtphysical locations of the offices of the Purchaser or the Companies.

Non-Competition and Non-Solicitation. The Executive (a) Seller hereby covenants acknowledges and agrees that during (x) he is familiar with the Term trade secrets and with other Confidential Information related to the business of the Executive’s employment hereunder Companies and for their Subsidiaries, and (y) that Buyer and the Companies would be irreparably damaged if Seller were to compete with or otherwise interfere with the business of any of them and that any such competition would result in a period significant loss of one goodwill by Buyer and the Companies. Seller further acknowledges and agrees that the covenants and agreements set forth in this Section 5.9 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the full benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Seller breached this Section 5.9. Therefore, in further consideration of the amounts paid to Seller on the Closing Date pursuant to this Agreement, Seller agrees that (1i) year thereafteruntil the third anniversary of the Closing, Executive he shall notnot anywhere in the United States, and (ii) until the fifth anniversary of the Closing, he shall not anywhere in (A) the State of West Virginia; (B) the State of Ohio, (C) the Commonwealth of Virginia within 50 miles of the border of West Virginia or (D) the Commonwealth of Kentucky within 50 miles of the border of West Virginia, directly or indirectly: (i) indirectly own any interest in, operatemanage, joincontrol, control or participate in (whether as a partneran officer, director, principalemployee, officer partner, representative or agent ofotherwise), enter into the employment of, act as a consultant toconsult with, or perform in any services for other manner engage in any entity (each a “Competing Entity”) activity which has material operations which compete is directly or indirectly competitive with any business in which the Company businesses of Buyer or any of its subsidiaries Subsidiaries conducted as of the date hereof (“Competitive Activities”), including the sale or distribution of fuels, petroleum products or engine or machine lubricants. Notwithstanding the foregoing, the foregoing covenant shall not be deemed breached as a result of (X) the passive ownership by Seller of less than an aggregate of 2% of any class of publicly traded stock of a corporation engaged, directly or indirectly, in Competitive Activities so long as Seller does not have any active participation in the business of such corporation, (Y) Seller’s ownership, management of or other active participation in (1) any Persons whose business is then engaged or, limited to the then existing knowledge ownership, maintenance, management or leasing of real property (regardless of the Executiveidentity of any unaffiliated lessee of such property), proposes including, without limitation, Persons who lease real property to engage; (ii) solicit the Companies, any customer or client of the Company One Stop Companies or to Persons who are consignees or otherwise purchasing 39 products from the Companies, (2) any of the One Stop Companies (so long as none of them enter into any new line of business that is competitive with any business of the Buyer, the Companies or any of its subsidiaries their respective Subsidiaries existing as of date hereof, including any fleet fueling services, customer on-site services or the marketing, distribution or sale of petroleum products or lubricants to industrial or commercial customers) or (other than Z) Seller’s activities on behalf of the Company) with respect to any business in which the Company non-profit or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entitycharitable organizations. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive Seller acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, above are fair and reasonable and are reasonably required for necessary to protect the protection goodwill of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtCompanies.

Non-Competition and Non-Solicitation. The Executive hereby covenants 10.1. During the term of this Agreement, and agrees that during the Term of the Executive’s employment hereunder and for a period of one twelve (112) year thereaftermonths after the termination of this Agreement, Executive for whatever reason, the Employee shall not, directly or indirectly: (i) own any interest in, operateeither as an employee, joinemployer, control or participate as a consultant, agent, principal, partner, corporate officer, director, principalshareholder, officer member, investor or agent ofin any other individual or representative capacity, enter into the employment of, act as a consultant to, engage or perform any services participate in or work for any entity (each a “Competing Entity”) which has material operations which compete business that is in competition in any manner whatsoever with any the business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or worldwide, including for the avoidance of doubt the business of any of its subsidiaries (other than on behalf of the Company) with respect to any business in which Group Company including without limitation Teva Pharmaceutical Industries Ltd. The parties agree that the Company or any of its subsidiaries is then engaged or, to has a legitimate interest in protecting the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee business and goodwill of the Company or any of that it has developed and that its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, affiliates have developed. The parties further agree that the Executive maylimitations as to time, solely as an investmentgeographical area, hold equity securities and scope of activity to be restrained do not impose a greater restraint upon Employee than is necessary to protect the goodwill or other business interests of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entityits affiliates. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, Employee agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this subject clause is overly restrictive and unenforceable, the court may reduce or modify such restrictions to exceed the maximum restrictiveness such court those which it deems reasonable and enforceableenforceable under the circumstances, and as so reduced or modified the parties hereto agree that the restrictions of this subject clause shall remain in full force and effect. The Employee further agrees that if a court of competent jurisdiction determines that any provision of the subject clause is invalid, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the remaining provisions of the Restrictive Covenant subject clause and the remainder of this Agreement shall not be affected thereby, and shall remain enforceable to in full force and effect. In case the fullest extent deemed reasonable Employment is terminated by such courtnotice, the term of the subject restrictions shall be reduced as follows. If the Employee terminates the Employment with observance of the notice period as set out in clause 1.5, the term of the subject restriction is nine (9) months. If the Company terminates the Employment with observance of the notice period as set out in clause 1.5, the term of the subject restriction is six (6) months.

Non-Competition and Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for (a) For a period of from the date hereof through one (1) year thereafterfollowing the termination of the employment of the Executive for any reason, Executive shall will not, directly or indirectly: indirectly (i) own any interest inwhether as an owner, operateproprietor, joinpartner, control or participate as a partnershareholder, officer, employee, independent contractor, director, principaljoint venturer, officer consultant, lender or agent ofinvestor (other than in connection with the Employment Agreement) engage in the Prohibited Business; provided, enter into that, the employment of, act as a consultant to, or perform Executive may at any services for any entity (each a “Competing Entity”) time during such one-year period surrender all shares of Parent Common Stock received pursuant to paragraph 10 which has material operations which compete with any business in which the Company are then owned by him or any of its subsidiaries is then engaged or, his controlled affiliates to the then existing knowledge Company and upon doing so, the non-competition period will continue for only three (3) months thereafter. For purposes of this Section 4.01, the “Prohibited Business” means providing any product or service in connection with fantasy sports league events or Internet online fantasy sports, in the geographic areas where the Company engages in business as of the Executive, proposes to engage; date hereof (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, it being understood that the Executive mayproviding services to an entity whose primary business is not the Prohibited Business shall not violate this Section 12(a) unless the Executive’s primary duties are providing services to that Prohibited Business). The parties agree that this Section 12(a) shall not prohibit the ownership by the Executive, solely as an investment, hold equity of securities of a person engaged in the Company and Prohibited Business if (i) the Executive is not more than five percent an “affiliate” (5%as such term is defined in Rule 405 promulgated under the Securities Act) of the combined voting issuer of such securities, (ii) such securities are publicly traded on a national securities exchange and (iii) the Executive does not, directly or indirectly, beneficially own more than 5% of any publicly-traded corporation the class of which such securities are a part. The Executive acknowledges and agrees that the limitations imposed by this Section 12(a) as to time, geographical area, and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. The Executive hereby covenants In order to protect the Company’s proprietary information and agrees that good will, during the Term of the Executive’s employment hereunder with the Company and for a period of one twelve (112) year thereaftermonths following the termination of Executive’s employment for any reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For the avoidance of doubt, in the event the Executive is put on Garden Leave, the duration of the Garden Leave shall be included into the Restricted Period. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of CAS9 technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly: , in any manner, other than for the benefit of the Company (i) own any interest in, operate, join, control divert or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client take away customers of the Company or any of its subsidiaries suppliers; and/or (ii) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason (other than on behalf the termination of subordinate employees undertaken in the course of my employment with the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company). The Executive further Employment Agreement CRISPR Therapeutics AG 10 acknowledges and agrees that if the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, Executive violates any of the provisions of this Section 6.1 or any parts hereof shall 8(e), (i) the running of the Restricted Period will be held to be invalid or unenforceableextended by the time during which the Executive engages in such violation(s), but in no event for a period exceeding three (3) years following the remaining end of the Employment Period and (ii) the Executive must provide compensation for the damage incurred by the Company, if any, resulting from the violation of the provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court8(e).

Non-Competition and Non-Solicitation. (a) The Executive hereby covenants understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that that, during the Term of the Executive’s employment hereunder and for a period of one six (16) year months (or twelve (12) months if the Executive’s employment is terminated by the Company during the Term for Cause (as defined below) or by Executive during the Term without Good Reason (as defined below)) thereafter, Executive he shall notnot in any manner, directly or indirectly: , on behalf of himself or any person, firm, partnership, joint venture, corporation, limited liability company or other business entity (i) “Person”), enter into or engage in the development of any therapeutic agent_ which targets the same or similar mechanisms and which is directly or indirectly competitive with the Company Business, either as an individual for his own any interest inaccount, operate, join, control or participate as a partner, directorjoint venturer, owner, executive, employee, independent contractor, principal, officer agent, consultant, salesperson, officer, director or agent of, enter into the employment of, act as shareholder of a consultant to, or perform any services for any entity (each Person in a “Competing Entity”) which has material operations which compete business competitive with any business in which the Company within the geographic area of the Company’s Business, which is deemed by the parties hereto to be worldwide; provided; however, if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s Business, nothing herein shall prevent the Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s Business. The Executive acknowledges that, due to the unique nature of the Company’s Business, the loss of any of its subsidiaries is then engaged or, to clients or business flow or the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any improper use of its subsidiaries (other than on behalf of the Company) with respect Confidential and Proprietary Information could create significant instability and cause substantial damage to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of restriction herein agreed to by the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read narrowly and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair fairly serves such an important and reasonable and are reasonably required for the protection of the legitimate critical business and economic interests interest of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation or other entity, some or all of the provisions activities of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, which are competitive with the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions business of the Restrictive Covenant shall remain enforceable to Company so long as such securities do not, in the fullest extent deemed reasonable by aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such courtcorporation or other entity.