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

Non-Competition; Non-Solicitation. While you are employed hereunder and for a period of one (1) year following the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Group.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination Closing Date (the “Restricted Period”), neither of your employment hereunder for Seller nor SED shall, nor shall permit any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such securities are publicly tradedPerson and do not, and provided that your holdings do not exceed one percent (1%) of in the issued and outstanding securities aggregate, directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, neither of or through Seller nor SED shall, nor shall permit any third partyof its Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company GroupGroup or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any prospective customers or patrons with respect to which of their Affiliates from hiring any employee whose employment has been terminated by the Company Group has developed or made a sales presentation (or similar offering of services);Buyer. (iiic) Either individually or on behalf During the Restricted Period, neither of or through Seller nor SED shall, nor shall permit any third partyof its Affiliates to, directly or indirectly, (A) solicitsolicit or entice, entice or persuade or attempt to solicitsolicit or entice, entice any clients or persuade customers of any employees member of or consultant to the Company Group to leave the service or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any reason or (B) employ, cause to be employed, or solicit the employment of, any employee member of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for a period (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of one (1) year following its Affiliates will, either directly or indirectly, on its own behalf or in the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other person information concerning any past, present, or entityidentified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owning, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one less than five percent (15%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in issued by a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partyPerson, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate, appropriate to or for the benefit of a Competing Business any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);such Person. (iiic) Either individually Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of or through any third party, directly or indirectly, others: (Ai) solicit, entice divert or persuade hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, entice divert or persuade hire away to or for itself, an Affiliate of Seller or a Competing Business any employees Continuing Employee, except if the employment of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employedsuch Continuing Employee has been terminated by Buyer, or solicit any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the employment offoregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, any employee magazine or other publication of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Groupgeneral circulation).

Non-Competition; Non-Solicitation. While During the period in which you are employed hereunder perform services for or at the request of the Company as an employee or independent contractor and for a period of one (1) year following the termination of your employment hereunder provision of services to the Company as an employee or independent contractor for any reason or for no reason, reason you will not, without the prior written consent of the CompanyCompany Group: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in in, or have a financial interest in, any Competitive business which is directly competitive with the business of the Company Group (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one five percent (1%) of the issued and outstanding securities of any class of securities of such business business, and (B) nothing contained herein will prohibit prevent you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company an entity if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company entity engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);; or (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit purpose of any Competitive Companycompeting with the Company Group, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);; or (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or consultant consultants to the Company Group to leave the service services of the Company Group for any reason reason, or (B) employ, cause to be employed, or solicit the employment of, of any employee of or consultant to the Company Group while any such person is providing services to the Company Group or within six months after any such person ceases providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, with or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Group.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three (13) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller Parent shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in the Business anywhere in the world (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of a Seller and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller Parent may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller Parent is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business Person; provided, however, that this Section 6.07 shall not apply in connection with, and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiaryfollowing, division or affiliate or unit (each, a “Unit”) Seller Parent’s Change of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Control. (iib) Either individually or on behalf During the Restricted Period, Seller Parent shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicithire or solicit any person who is offered employment by a Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, divert or appropriate encourage any such employee to leave such employment or attempt hire any such employee who has left such employment, except pursuant to solicita general solicitation which is not directed specifically to any such employees; provided, divert that nothing in this Section 6.07(b) shall prevent Seller Parent or appropriate, for any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer Parent or (ii) after 60 days from the benefit date of any Competitive Companytermination of employment, any customers or patrons of employee whose employment has been terminated by the Company Groupemployee, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually any employee with the prior consent of such Buyer; provided, further, that this Section 6.07(b) shall not apply to (i) any solicitation or on behalf hiring of an individual who was employed by a Buyer in California but is no longer employed by such Buyer at that time or through (ii) a Buyer’s employees in California who contacted Seller Parent or any third partyof its Affiliates independently and without any direct solicitation by Seller Parent or any of its Affiliates. (c) Seller Parent acknowledges that a breach of this Section 6.07(a) would give rise to irreparable harm to Buyer Parent, directly for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or indirectlya threatened breach by Seller Parent of any such obligations, Buyer Parent shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, may be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (Awithout any requirement to post bond). (d) solicitSeller Parent acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer Parent and constitute a material inducement to Buyer Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, entice geographic, product or persuade service or attempt other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to solicitreform such covenant, entice or persuade any employees of or consultant and such covenant shall be deemed reformed, in such jurisdiction to the Company Group to leave the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of three (3) years as to the Warrantors and one (1) year following as to ▇▇. ▇▇▇▇▇, in each case commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (as applicable, you will notthe “Restricted Period”), without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company Warrantors and ▇▇. ▇▇▇▇▇ (each, a “Restricted ActivityPerson”) shall not, and shall not permit any of such Restricted Person’s Affiliates to, directly or indirectly, other than on behalf of the Companies or Beneficiary: (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have any financial or equity interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant (other than interests in Beneficiary or any successor); or (iii) intentionally interfere in any material respect with the business relationships between the Companies and customers or suppliers of the Companies. Notwithstanding the foregoing, except that (A) nothing contained herein will preclude you from purchasing a Restricted Person may own, directly or owning indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Restricted Person is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the applicable Restricted Period, the Restricted Persons shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, solicit, divert hire away or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company GroupCompanies nor encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.09(b) shall prevent any Restricted Person or any prospective customers of their Affiliates from hiring any employee whose employment with the Companies or patrons with respect to which the Company Group Beneficiary has developed or made a sales presentation (or similar offering of services);previously terminated. (iiic) Either individually or on behalf During the Restricted Period, the Restricted Persons shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of the relations between Companies or potential clients or customers of the Company Group Companies for purposes of diverting their business or services from the Companies. (d) Each Restricted Person acknowledges that a breach or threatened breach of this Section 6.09 would give rise to irreparable harm to Beneficiary, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by a Restricted Person of any such obligations, Beneficiary shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to injunctive relief, including a temporary restraining order, specific performance and any vendor other similar relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Restricted Person acknowledges that the restrictions contained in this Section 6.09 are reasonable and necessary to protect the legitimate interests of Beneficiary and constitute a material inducement to Beneficiary to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.09 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.09 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Notwithstanding any other provision of this Agreement, except for actions taken in concert, under no circumstances shall any Restricted Person have any liability for or obligation in respect of any action or omission by another Restricted Person (or any Affiliate of such other Restricted Person) that breaches or threatens to breach any obligations under this Section 6.09.

Non-Competition; Non-Solicitation. While you are employed hereunder ▇▇. ▇▇▇▇ performs Consulting Services to the Company and for a period of one (1) year following the termination of your employment hereunder his service to the Company for any reason or for no reason, you he will not, without the prior written consent of the Company: (i) For yourself himself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive business which is competitive with the business of the Company (each, a “Restricted Activity”)"RESTRICTED ACTIVITY") anywhere in the world, except that (A) nothing contained herein will preclude you ▇▇. ▇▇▇▇ from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your his holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you ▇▇. ▇▇▇▇ from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”"UNIT") of a Competitive Company an entity if that Unit is not engaged in any business which is competitive with the business of the Company GroupCompany, its Affiliates and Associates, irrespective of whether some other Unit of such Competitive Company entity engages in such competition (as long as you do ▇▇. ▇▇▇▇ does not engage in a Restricted Activity for such other Unit);; or (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit purpose of any Competitive competing with the Company, any customers customers, licensors, licensees, collaborative partners, or other patrons of the Company GroupCompany, or any prospective customers such person or patrons entity with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);communication) with a view to developing a business relationship; or (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees employee of or consultant to the Company Group to leave the service of the Company Group for any reason reason, or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through within six months after any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier such person has ceased providing services to the Company GroupCompany.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reason, you will not, without Closing Date (the prior written consent of the Company: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted ActivityPeriod”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly tradedSellers shall not, and provided that your holdings do shall not exceed one percent (1%) permit any of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third partytheir Affiliates to, directly or indirectly, (Ai) solicitengage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, entice including as a partner, shareholder, member, employee, principal, agent, trustee or persuade consultant; or attempt to solicit(iii) cause, entice induce or persuade encourage any employees of material actual or consultant to the Company Group to leave the service prospective client, customer, supplier or licensor of the Company Group for Business (including any reason existing or (B) employ, cause to be employedformer client or customer of any Seller and any Person that becomes a client or customer of the Business after the Closing), or solicit any other Person who has a material business relationship with the employment ofBusiness, to terminate or modify any such actual or prospective relationship. For the avoidance of doubt, no employee of or consultant to any Seller who is an Affiliate shall be bound by the Company Group while any such person is providing services to the Company Group; orprovisions of this Section 6.07(a). (ivb) Either individually or on behalf During the Restricted Period, Sellers shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, interfere withhire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or attempt encourage any such employee to interfere withleave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Sellers or any of their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after one year from the relations between date of termination of employment, any employee whose employment has been terminated by the Company Group employee. For the avoidance of doubt, no employee of any Seller who is an Affiliate shall be bound by the provisions of this Section 6.07(b). (c) Sellers acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Sellers acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or supplier service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and Seller agrees that for a period of one (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will not, without commencing from the prior written consent Effective Time until the fifth anniversary of the Company: (i) For yourself or on behalf of any other person or entitydate hereof, Seller will not directly or indirectly, either whether as principalan owner, partner, stockholder, joint venturer, corporate officer, director, member employee, consultant, agentprincipal, representative trustee, lender or licensor, or in any other capacitysimilar capacity whatsoever, of or for any person, firm, partnership, company or corporation (other than for Purchaser or any of its affiliates): (a) engage, own, manage, operate operate, sell, finance, control or controlparticipate in the engagement, ownership, management, operation, sales, finance or control of any business that competes with the Business; (b) approach or solicit in connection with a competing business purpose, or be concerneddivert, connected interfere with or take away, or attempt to approach or solicit in connection with a competing business purpose, or divert, interfere or take away, the business or patronage of any of the clients, customers or suppliers of the Target which are presently existing clients, customers or suppliers; or (c) recruit or solicit any person who is employed byby Target, or induce or attempt to induce or take any action which is intended to induce any employee of Target to terminate his or her employment with, or otherwise associate cease his or her relationship with Target or interfere in any manner withwith the contractual or employment relationship between Target and any employee of Target. The restrictions set forth in this Paragraph 1 shall be effective within all cities, engage counties and states of the Geographic Area. Notwithstanding anything contained in or have a financial interest inthis Section 1, any Competitive Company (each, a “Restricted Activity”), except that (Ai) nothing contained herein will preclude you from purchasing or owning the ownership of securities of any such business company owning or operating a Business is permitted, if such securities are publicly tradedtraded on a national securities market and constitute less than 5% of the outstanding stock thereof, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually in the event LMI wrongfully terminates that certain Confidential Endorsed Supplier Agreement by and between Seller and LMI, dated May 2, 1998 (the “Supplier Agreement”), Seller shall not be restricted from contracting with or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt marketing competitive businesses to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons its members and potential members as an endorsed supplier consistent with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Groupits business with other endorsed suppliers.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five years commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits controlled Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business anywhere in the world; (ii) have a material interest in any Person that engages directly or indirectly in the Restricted Business anywhere in the world in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that Seller may (A) nothing contained herein will preclude you from purchasing own, directly or owning indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and Person, (B) nothing contained herein will prohibit you from engaging in a Restricted Activity continue to operate its retained businesses as such retained businesses have been conducted prior to and on the date of this Agreement, and (C) perform any services for Buyer or with respect to any subsidiaryits Affiliates, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with including such services as are contemplated under the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Transition Services Agreement. (iib) Either individually or For a period of 18 months commencing on behalf the Closing Date, Seller shall not, and shall not permit any of or through any third partyits controlled Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Seller or any prospective customers or patrons with respect to which of its controlled Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits controlled Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Notwithstanding anything herein to the contrary, nothing in this Section 5.07 shall restrict Seller or any of its Affiliates from taking commercially reasonable steps to carry out its rights and obligations under any of the Transaction Documents.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the "Restricted Period"), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself its shareholders, directors, officers, employees or on behalf of any other person or entityaffiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the business of aggregating, managing or selling infrastructure data (the "Restricted Business") anywhere in the world; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business anywhere in the world in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between Buyer and customers or suppliers of Buyer. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15.00%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually During the Restricted Period, Seller shall not, and shall not permit any of its of its shareholders, directors, officers, employees or on behalf of or through any third partyaffiliates to, directly or indirectly, solicithire or solicit any employee of Buyer or encourage any such employee to leave such employment or hire any such employee who has left such employment, divert except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.01(b) shall prevent Seller any of its of its shareholders, directors, officers, employees or appropriate affiliates from hiring: (i) any employee whose employment has been terminated by Buyer; or attempt to solicit, divert or appropriate, for (ii) after one hundred eighty (180) days from the benefit date of any Competitive Companytermination of employment, any customers or patrons of employee whose employment has been terminated by the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);employee. (iiic) Either individually During the Restricted Period, Seller shall not, and shall not permit any of its of its shareholders, directors, officers, employees or on behalf of or through any third partyaffiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of Buyer or potential clients or customers of Buyer for purposes of diverting their business or services from Buyer. (d) If Seller breaches, or threatens to commit a breach of, any of the relations between provisions of this Section 5.01, Buyer shall have the Company Group following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity: (i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Buyer and that money damages may not provide an adequate remedy to Buyer; and (ii) the right and remedy to recover from the Seller all monetary damages suffered by Buyer as the result of any acts or omissions constituting a breach of this Section 5.01. (e) Seller acknowledges that the restrictions contained in this Section 5.01 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.01 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section 5.01, and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder (a) As a material inducement to Purchaser to enter into this Agreement, Seller and its controlled Affiliates shall not, for a period of one four (14) year following years after the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entityClosing Date, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in indirectly through any other capacityPerson, own, acquire, manage, operate operate, control or controlparticipate in the ownership, management, operation or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities control of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not Person engaged in any business which is competitive that otherwise competes with the Business, anywhere in the United States; provided, however, that in no event shall crude oil marketing activities be considered a business that competes with the Business. Notwithstanding the foregoing, the Bridger Group may, without violating this Section 6.10, own a passive investment not in excess of 5% of the Company Group, irrespective outstanding capital stock of whether some other Unit of such Competitive Company a corporation which engages in such competition (as long as you do not engage in a Restricted Activity for business, if such other Unit);capital stock is a security actively traded on an established securities exchange. (iib) Either individually For a period of twelve (12) months from and after the Closing Date, (i) Purchaser, its Affiliates and each of their respective officers, directors or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate employees shall not (A) induce or attempt to solicitinduce any director, divert officer or appropriate, for the benefit employee of any Competitive Company, any customers or patrons member of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Bridger Group to leave the service employ of such member of the Company Bridger Group for any reason or (B) employin any other way intentionally interfere with the relationship between any member of the Bridger Group and any employee, cause to officer or director thereof; provided, however, that the foregoing shall not be employed, or solicit the employment of, any employee of or consultant applicable to the Company Group while any such person is providing services to Continuing Employees and (ii) the Company Bridger Group; or , its Affiliates, and each of their respective officers, directors or employees shall not (ivA) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, induce or attempt to induce any director, officer or employee of Purchaser or its Affiliates to leave the employ of Purchaser or the applicable Affiliate or (B) in any other way intentionally interfere withwith the relationship between Purchaser or its Affiliates and any employee, officer or director thereof; provided, however, that for purposes of this Section 6.10(b), none of Riverstone, any portfolio company of Riverstone (other than the Bridger Group), any portfolio company of any investment fund affiliated with Riverstone, or any of their respective directors, officers, equityholders or employees be deemed an Affiliate of the Bridger Group. (c) The covenants and undertakings contained in Section 6.10 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of Section 6.10 would cause irreparable injury to Purchaser or Seller, as applicable, such that money damages or other legal remedies would not be an adequate remedy for such violation. Therefore, Purchaser or Seller, as applicable, shall be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of Section 6.10 by the other Party without the necessity of proving actual damages or posting any bond. The rights and remedies provided by this Section 6.10 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity. (d) Notwithstanding anything contained in this Agreement to the contrary, (i) if Seller or Purchaser breaches Section 6.10(b) and the other Party seeks and obtains an injunction, restraining order or other equitable relief from any court of competent jurisdiction, the relations between twelve (12) month period referred to in such Section 6.10(b) shall be computed from the Company Group and any vendor or supplier date relief is granted to the Company Groupother Party instead of from the Closing Date and reduced by any time following the Closing Date during which the breaching Party complied with its obligations thereunder. (e) If any court of competent jurisdiction in a final, binding and nonappealable judgment determines that a specified time period, geographical area, business limitation or any other relevant feature of this Section 6.10 is unreasonable, arbitrary or against public policy, then the maximum time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy shall be enforced against the applicable party.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five years commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will the Stockholders shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitytheir respective Affiliates, directly or indirectly, either to (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person (other than the Company) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee, or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, any Stockholder may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedStockholder is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one does not, directly or indirectly, own five percent (1%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, the Stockholders shall not, and shall not permit any of or through any third partytheir respective Affiliates, directly or indirectly, solicit, divert to hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent any Stockholder or any prospective customers of his or patrons with respect to which its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or the Parent or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, the Stockholders shall not, and shall not permit any of or through any third partytheir respective Affiliates, directly or indirectly, (A) solicit, entice to solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) The Stockholders acknowledge that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to the Parent, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by any Stockholder of any such obligations, the relations between the Company Group Parent shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any vendor or supplier other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Stockholders acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of the Parent and constitute a material inducement to the Company GroupParent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will each Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as principal, a partner, stockholder, officermember, directormanager, member inventor, employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (past or present) of the Company, Buyer and/or any of their Subsidiaries. Notwithstanding the foregoing, each Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, and provided that your holdings do not exceed one percent (1%or a member of a group which controls, such Person and, except as set forth on Section 6.07(b) of the issued and outstanding securities Disclosure Schedules, does not, directly or indirectly, own 5% or more of any class of securities of such business and Person (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with other than the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other UnitTransaction Shares);. (iib) Either individually or on behalf During the Restricted Period, each Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate solicit any inventor or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons scientist of the Company Group, or any prospective customers Affiliate or patrons with respect to which any party involved in the creation and/or development of the Company Group has developed or made a sales presentation Intellectual Property (or similar offering irrespective of services); (iii) Either individually or whether any such party performed work on behalf of the Company or through any third Affiliate), or interfere with the relationship between any such party and the Company or any Affiliate, or hire any such party who is no longer involved with the Company or any Affiliate, except pursuant to a general solicitation which is not directed specifically to any such party; provided, that nothing in this Section 6.06(b) shall prevent any Seller or any of its Affiliates from hiring (i) any inventor or scientist whose employment has been terminated by the Company or Buyer or (ii) after one hundred and eighty (180) days from the date of termination of employment, any inventor or scientist whose employment has been terminated by the employee. (c) During the Restricted Period, Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, (A) solicit, solicit or entice away or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withdivert, or attempt to interfere withsolicit or entice away or divert, the relations between any business relationships of the Company Group and/or its Subsidiaries. (d) Each Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. In addition, any breach by Buyer of any provision of this Agreement or any related agreement shall not diminish or affect the validity or enforceability of this Section 6.07. (f) PJSC «Pharmsynthez» and Shemyakin-Ovchinnikov Institute of Bioorganic Chemistry, Russian Academy of Sciences, which entities are being provided royalties by the Company Grouppursuant to the Assignment and Royalty Agreement shall execute separate non-competition and non-solicitation agreements as of the Closing containing the same or similar language as set forth in this Section 6.07 (the "Royalty Restrictive Covenant Agreements").

Non-Competition; Non-Solicitation. While During the period while you are employed hereunder and for a period of one (1) year two years following the termination of your employment hereunder for any reason or for no reason, reason you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in in, or have a financial interest in, any Competitive business which is directly or indirectly competitive with the business of the Company (each, a “Restricted Activity”) in each state that the Company has properties at the time of termination (the “Restricted Territory”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one four percent (1%) of the issued and outstanding securities of any class of securities of such business business, and (B) nothing contained herein will prohibit prevent you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company an entity if that Unit is not engaged in any business which is competitive with the business of the Company GroupCompany, irrespective of whether some other Unit of such Competitive Company entity engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);; or (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit purpose of any Competitive competing with the Company, any customers or patrons of the Company GroupCompany, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);; or (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while to leave the service of the Company; provided, however, that the foregoing provisions will not prevent you from hiring any such person is providing services to the Company Group; or (iv) Either individually who contacts you on his or her own initiative without any direct or indirect solicitation by or encouragement from or on behalf of you or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Groupyour representatives.

Non-Competition; Non-Solicitation. While you are employed hereunder and for a (a) The Participant shall not, at any time during the Participant’s employment or service with the Company or during the 12 month period of one (1) year following the termination of your employment hereunder thereof for any reason (the “Restricted Period”), directly or for no reasonindirectly engage in, you will nothave any equity interest in, without or manage or operate any Person, firm, corporation, partnership, business, or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages (either directly or through any subsidiary or Affiliate thereof) in any business or activity that competes with any of the prior written consent businesses of the Company or any of its Affiliates; provided, that upon a sale, transfer, or other disposition of all or substantially all of the Common Stock, business, or assets of the Company to an entity that is not an Affiliate of the Company:, the restrictions described in this Section 8(a) shall no longer apply. Notwithstanding the foregoing, the Participant shall be permitted to acquire a passive stock or equity interest in such a business whose stock or equity interests are publicly traded on a national securities exchange, provided that the stock or other equity interest acquired is not more than five percent of the outstanding interest in such business. (b) The Participant shall not, at any time during the Restricted Period, directly or indirectly (i) For yourself solicit, induce, or on behalf of attempt to solicit or induce any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, or independent contractor of the Company or any of its direct or indirect subsidiaries or Affiliates, to terminate his or her relationship with, or to leave the employ or service of, the Company or any such subsidiary or Affiliate, or to interfere in any way with the relationship between the Company or any such subsidiary or Affiliate, on the one hand, and any officer, director, employee, or independent contractor thereof, on the other hand, (ii) hire (or otherwise engage in a service relationship) any Person (in any capacity whether as an officer, director, employee, or consultant) who is or at any time was an officer, agentdirector, representative employee, or consultant of the Parent or any of its direct or indirect subsidiaries until six months after such individual’s relationship (whether as an officer, director, employee, or consultant) with the Company or such subsidiary or Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect, licensee, or other business relation of the Company or any of its direct or indirect subsidiaries or Affiliates to cease doing business with the Company or such subsidiary of Affiliate, or in any other capacityway interfere with the relationship between any such customer, ownsupplier, manageprospect, operate or controllicensee, or business relation, on the one hand, and the Company or such subsidiary or Affiliate, on the other hand. (c) In the event that the terms of this Section 8 shall be concerneddetermined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, connected or employed byit will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or otherwise associate to the maximum extent in any manner withall other respects as to which it may be enforceable, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any all as determined by such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages court in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Groupaction.

Non-Competition; Non-Solicitation. While During the period while you are employed hereunder and either: (x) for a period of one eighteen (118) year months following the termination of your employment hereunder if for any reason you are entitled to receive payment pursuant to §4(b)(ii) or §4(d) of this Agreement, or (y) for no reasona period of twelve (12) months following the termination of your employment if you are not entitled to payment pursuant to §4(b)(ii) or §4(d) of this Agreement, you will notnot during any such period, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in in, or have a financial interest in, any Competitive business which is directly or indirectly competitive with the business of the Company (each, a “Restricted Activity”) anywhere in the world (the “Restricted Territory”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one three percent (1%) of the issued and outstanding securities of any class of securities of such business business, and (B) nothing contained herein will prohibit prevent you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company an entity if that Unit is not engaged in any business which is competitive with the business of the Company GroupCompany, irrespective of whether some other Unit of such Competitive Company entity engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);; or (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit purpose of any Competitive competing with the Company, any customers or patrons of the Company GroupCompany, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);; or (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to leave the Company Group; or (iv) Either individually or on behalf service of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company GroupCompany.

Non-Competition; Non-Solicitation. While you are employed hereunder (a) In order for the Purchaser to have and enjoy the full benefit of the Shares, and as a material inducement to the Purchaser to enter into this Agreement (without such inducement the Purchaser would not have entered into this Agreement), for a period of one (1) year following five years commencing on the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent date of the Company: (i) For yourself or on behalf Closing, each of any other person or entity▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the Seller shall not, directly or indirectlyindirectly (whether by himself or itself, either through an Affiliate, in partnership or conjunction with, or as principal, partner, stockholderan employee, officer, director, member employeemanager, consultantmember, agentowner, representative consultant or agent of, any other Person): (i) undertake, participate or carry on or be engaged or have any financial or other interest in, or in any other capacitymanner advise or assist any other Person in connection with the operation of, ownthe business of structural steel fabrication and erection or the manufacture of specialty products including pollution control scrubbers, managetunnel liners, operate or controlpressure vessels and other related products primarily for the oil and gas industry (the “Competing Business”) anywhere in the world, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or other than with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive ▇▇▇▇▇ ▇. ▇▇▇▇▇▇’▇ continued involvement with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit)Company; (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert entice, encourage or appropriate intentionally influence, or attempt to solicit, divert entice, encourage or appropriateinfluence, any employee of the Purchaser, the Company or any of their respective Affiliates to resign or leave the employ of the Purchaser, the Company or any of their respective Affiliates or otherwise hire, employ, engage or contract any such employee to perform services other than for the benefit of any Competitive Companythe Purchaser, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);their respective Affiliates; or (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice entice, encourage or persuade influence, or attempt to solicit, entice entice, encourage or persuade influence, any employees customer of or consultant to the Purchaser, the Company Group to leave the service or any of their respective Affiliates (including any Person who has been a customer of the Company Group or any of its subsidiaries at any time during the period of 12 months before the Closing) to alter, reduce or terminate its business relationship with the Purchaser, the Company or any of their respective Affiliates for the direct or indirect benefit of any reason or Competing Business. (b) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 4.2(a) (the “Restrictive Covenants”): (i) the Purchaser and its Affiliates shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) employhave issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material loss to the Purchaser and its Affiliates, cause the amount of which cannot be readily determined and as to which neither the Purchaser nor any of its Affiliates will have any adequate remedy at law or in damages; (ii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the laws, orders and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be employedinvalid or unenforceable, or solicit the employment of, any employee of or consultant such Restrictive Covenant shall be deemed amended to the Company Group while any extent necessary in order that such person is providing services provision be valid and enforceable, the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the Company Groupoperation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; orand (iviii) Either individually or on behalf the parties acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between value and the Company Group goodwill of the Shares and any vendor or supplier to the Company GroupCompany’s business and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one two (12) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will each Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, (i) each Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business Person and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually the restrictions in this Section 6.07 shall not apply if the Sellers are employed, advising, consulting or on behalf otherwise engaged in some capacity by the Buyer. (b) During the Restricted Period, each Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent such Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer without a cause, or (ii) after 270 days from the date of termination of employment, any prospective customers or patrons with respect to which employee whose employment has been terminated by the Company Group has developed or made a sales presentation (or similar offering of services);employee. (iiic) Either individually or on behalf During the Restricted Period, each Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Each Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one four (14) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any Person that is an Affiliate of Seller as of the Company: (i) For yourself or on behalf of any other person or entitydate hereof to, directly or indirectly, either (i) engage in or assist others in engaging in the Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a business relationship with the Business, to terminate or modify adversely any such actual or prospective relationship; provided, however, nothing in the foregoing clauses (i), (ii) or (iii) shall limit Seller or any Affiliate of Seller from selling or providing Seller’s eRefund Service (as modified from time to time) to any Person within or outside of the Territory. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicithire or solicit any Person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed by Buyer or its Affiliates during the Restricted Period, divert or appropriate encourage any such employee to leave such employment or attempt hire any such employee who has left such employment, except pursuant to solicita general solicitation which is not directed specifically to any such employees; provided, divert that nothing in this Section 6.02(b) shall prevent Seller or appropriateany of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller acknowledges that a breach or threatened breach of this Section 6.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the benefit event of a breach or a threatened breach by Seller of any Competitive Companysuch obligations, Buyer shall, in addition to any customers and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.02 should ever be adjudicated to exceed the time, geographic, product or patrons service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the Company Groupremaining covenants or provisions hereof, and any such invalidity or unenforceability in any prospective customers jurisdiction shall not invalidate or patrons render unenforceable such covenant or provision in any other jurisdiction. (e) For the avoidance of doubt, the restrictions set forth in this Section 6.02 shall not apply with respect to any Person that becomes an Affiliate of Seller after the date of this Agreement, but who or which the Company Group has developed or made a sales presentation (or similar offering is not an Affiliate of services); (iii) Either individually or on behalf Seller as of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Groupdate.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one twenty four (124) year months immediately following the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will each Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitysuch Seller’s respective Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory, (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between any Acquired Company and customers or service providers of such Acquired Company. Notwithstanding the foregoing, (i) each Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one does not, directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business Person and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually the obligations of this Section 5.09(a) shall not apply to any third party investment advisors trading for or making investments on behalf of any Seller or through any third partyof such Seller’s respective Affiliates (b) During the Restricted Period, each Seller shall not, and shall not permit any of such Seller’s respective Affiliates to, directly or indirectly, solicit, divert solicit or appropriate or attempt to solicit, divert or appropriate, for the benefit of hire any Competitive Company, any customers or patrons employee of the Company GroupAcquired Companies or encourage any such employee to leave such employment or hire any such employee who has left such employment; provided, that nothing in this Section 5.09(b) shall prevent Sellers or any prospective customers of their respective Affiliates from (i) soliciting any employee pursuant to a general solicitation which is not directed specifically to any such employee or patrons with respect (ii) soliciting or hiring any person who has left the employment of the Acquired Companies at least one hundred and eighty (180) days prior to which the Company Group has developed such solicitation or made a sales presentation (or similar offering of services);being hired. (iiic) Either individually or on behalf During the Restricted Period, each Seller shall not, and shall not permit any of or through any third partysuch Seller’s respective Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of the relations between Acquired Companies or potential clients or customers of the Company Group Acquired Companies for purposes of diverting their business or services from the Acquired Companies. (d) Each Seller acknowledges that the restrictions contained in this Section 5.09 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.09 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.09 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one 36 months commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 3% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor Buyer or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller or any prospective customers or patrons with respect to which of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or Buyer or potential clients or customers of the Company or Buyer for purposes of diverting their business or services from the Company or for purposes of providing any services relating to the Restricted Business to such customers or potential customers or otherwise interfering with the Company or Buyer’s relationship with such customers or potential customers. (d) Seller acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination Closing Date (the “Restricted Period”), no Seller or Owner shall, and none of your employment hereunder for them shall permit any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of a Seller and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, a Seller or Owner may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller or Owner is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 3% or more of any class of securities of such business Person. Notwithstanding the foregoing, it shall not be a violation of this Section 7.07(a) for Sellers and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity Owners and their Affiliates to arrange for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or third-party transportation on behalf of customers of Sellers’ retained terminal business. (b) During the Restricted Period, no Seller or through Owner shall, nor shall any third partySeller or Owner permit any of its Affiliates to, directly or indirectly, solicithire or solicit any person who is offered employment by Buyer pursuant to Section 7.05, divert or appropriate is or attempt was employed in the Business during the Restricted Period, or encourage any such employee to solicitleave such employment or hire any such employee who has left such employment, divert except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 7.07(b) shall prevent any Seller or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company GroupOwner, or any prospective customers or patrons with respect to which the Company Group of their respective Affiliates from hiring any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by Buyer. (iiic) Either individually Each Seller and Owner acknowledges that a breach or on behalf threatened breach of this Section 7.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or through a threatened breach by such Seller or Owner of any third partysuch obligations, directly Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each Seller and Owner acknowledges that the restrictions contained in this Section 7.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7.07 should ever be adjudicated to exceed the time, geographic, product or indirectlyservice or other limitations permitted by applicable Law in any jurisdiction, (A) solicitthen any court is expressly empowered to reform such covenant, entice or persuade or attempt to solicitand such covenant shall be deemed reformed, entice or persuade any employees of or consultant in such jurisdiction to the Company Group to leave the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 7.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one (1) year five years commencing on the day immediately following the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Sellers shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitytheir Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business, or any other capacityPerson who has a material business relationship with the Business, in each case as at the Effective Time, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, each Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf For the Restricted Period, Sellers shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, solicit, divert hire or appropriate solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or attempt to solicit, divert is or appropriate, for was employed in the benefit of any Competitive Company, any customers or patrons of Business during the Company GroupRestricted Period, or encourage any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group such employee to leave the service such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Sellers or any of the Company Group for their Affiliates from hiring (i) any reason employee whose employment has been terminated by Buyer or (Bii) employ, cause to be employed, or solicit after 180 days from the employment ofdate of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or consultant a threatened breach by Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to the Company Group while Buyer in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction. (d) Sellers acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for a period of one (1) year following the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition competitive business (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Group.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three years commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will the Shareholders shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitytheir respective Affiliates, directly or indirectly, either to (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person (other than the Company) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee, or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, any Shareholder may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedShareholder is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one does not, directly or indirectly, own five percent (1%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, the Shareholders shall not, and shall not permit any of or through any third partytheir respective Affiliates, directly or indirectly, solicit, divert to hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent any Shareholder or any prospective customers of his or patrons with respect to which its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or the Parent or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, the Shareholders shall not, and shall not permit any of or through any third partytheir respective Affiliates, directly or indirectly, (A) solicit, entice to solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) The Shareholders acknowledge that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to the Parent, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by any Shareholder of any such obligations, the relations between the Company Group Parent shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance, and any vendor or supplier other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Shareholders acknowledge that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of the Parent and constitute a material inducement to the Company GroupParent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three (13) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will the Stockholders shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Business in the United States of America (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Parent or the Company and customers or suppliers of the Parent or the Company; provided, that nothing in this Section 5.14(a) shall prohibit the Stockholders from performing services for Parent or the Company post-Closing or from owning shares of Parent Stock or other capacitysecurities of Parent. Notwithstanding the foregoing, each Stockholder may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Stockholder is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own two percent (12%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, the Stockholders shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor Parent or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.14(b) shall prevent the Stockholders or any prospective customers or patrons with respect to which of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Parent or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, the Stockholders shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, (A) solicitsolicit or entice, entice or persuade or attempt to solicitsolicit or entice, entice any clients or persuade any employees customers of Parent or consultant to the Company Group to leave the service or potential clients or customers of Parent or the Company Group for any reason purposes of diverting their business or (B) employ, cause to be employed, services from Parent or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; orCompany. (ivd) Either individually or on behalf During the Restricted Period, the Stockholders shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, interfere withmake any disparaging statement or other negative statement, either written or oral, regarding Parent or the Company, their respective Affiliates, officers, mangers, directors, businesses, or attempt the products or services thereof. (e) Each Stockholder acknowledges that a breach or threatened breach of this Section 5.14 would give rise to interfere withirreparable harm to Parent, for which monetary damages would not be an adequate remedy, and hereby agrees that in the relations between the Company Group event of a breach or a threatened breach by such Stockholder of any such obligations, Parent shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (f) Each Stockholder acknowledges that the restrictions contained in this Section 5.14 are reasonable and necessary to protect the legitimate interests of Parent and constitute a material inducement to Parent to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in this Section 5.14 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section 5.14 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (g) Stockholders’ Representative may terminate the covenants in Section 5.14. (h) (a), (b), or (c) at any time during the Restricted Period if (i) any portion of the Subsequent Payment is not paid and delivered when due, (ii) any portion of the Earn-Out Payment is not paid when due (except and only to the extent that Parent is contesting the same in good faith in accordance with Section 1.4(e)(vi)) and such non-payment is not cured within twenty (20) calendar days after written notice is given by Stockholder’s Representative to Parent.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three years commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person (other than Buyer) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, to terminate or modify any such actual relationship. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange or automatic quotation system if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and Person; provided, however, that such ownership limitation shall not apply to Seller’s (Bor any of its shareholder’s) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to ownership of any subsidiary, division or affiliate or unit (each, a “Unit”) Common Stock of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Buyer. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate solicit any Person who is employed by Buyer or attempt its Affiliates or any Person who is offered employment by Buyer pursuant to solicit, divert Section 6.05(a) or appropriate, for is or was employed in the benefit of any Competitive Company, any customers or patrons of Business during the Company GroupRestricted Period, or encourage any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group such employee to leave the service such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Seller or any of the Company Group for its Affiliates from hiring (i) any reason employee whose employment has been terminated by Buyer or (Bii) employ, cause to be employed, or solicit after 90 days from the employment ofdate of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller acknowledges that a breach or threatened breach of this Section 6.07 may give rise to irreparable harm to Buyer, for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a breach or consultant a threatened breach by Seller of any such obligations, Buyer may, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Group while maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you (a) In consideration for, and as a necessary condition of the sale and contribution of the Assets, and to assure that ▇▇▇▇▇ will realize the benefits of the acquisition of the Assets, Owner Parties in their capacities as sellers or contributors of the Assets and not as employees and Buyer acknowledges and agree that the covenants in this Section are employed hereunder necessary to protect the legitimate business interests of Buyer, are reasonable with respect to duration, geographical area, and proscription and will not prevent Owner Parties from practicing his, her or its profession or earning a living. Therefore, the Owner Parties agree that for a period of one five (15) year years following the termination Closing Date, none of your employment hereunder for Owner Parties nor any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entitytheir respective Affiliates shall, directly or indirectly: (b) Engage in or participate in or be involved in any capacity, either or own any shares or interests in, manage, operate, control, finance, Contract with, or be employed or engaged by or associated with, serve in any capacity or provide services or advice nor lend or permit their name to be used in connection with any business, enterprise, facility or other Person that participates in (a) any business that engages in the Business; or (b) any business that deals in any of the products and services sold, manufactured, or distributed by the Business as principalof the Closing, within North America or anywhere else worldwide in which the Buyer engages in such Competitive Businesses Activities. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, stockholderjoint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, directormanager, member supervisor, employee, consultant, agent, representative consultant or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”otherwise), except that (A) nothing contained herein will preclude you from purchasing or owning securities . Ownership of any such business if such securities are publicly traded, and provided that your holdings do not exceed one five percent (15%) of the issued and outstanding securities or less of any class of securities of a Person whose securities are registered under the Exchange Act will not be deemed to be a violation of this Section 6.3. (c) Solicit, or induce or attempt to solicit or induce any person, who at such business and time is or, at any time during the five (B5) nothing contained herein will prohibit you from engaging in a Restricted Activity for year period immediately preceding such solicitation, inducement, or with respect to attempt, was an employee, independent contractor, or agent of Buyer or any subsidiary, division or affiliate or unit Owner Party (each, a “UnitProtected Party”) ), to terminate his, her, or its employment or other relationship with such Protected Party or otherwise interfere with such employment or other relationship, or directly or indirectly employ, hire, provide work to, or retain the services of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit)person; (iid) Either individually Solicit or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate induce or attempt to solicitsolicit or induce any Person, divert who is or appropriatewas a customer, for the benefit supplier, vendor, distributor, or other business relation of any Competitive CompanyProtected Party, any customers or patrons of the Company Groupto cease, reduce, or adversely modify its manner of, doing business with such Protected Party, or in any prospective customers way adversely interfere with the relationship between any supplier, vendor, distributor or patrons with respect to which other business relation, on the Company Group has developed or made a sales presentation (or similar offering of services);one hand, and such Protected Party, on the other hand. (iiie) Either individually or on behalf of or through If any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group provision contained in this Section 6.3 shall for any reason be held invalid, illegal or (B) employunenforceable in any respect, cause such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 6.3, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be employedfor a length of time which is not permitted by applicable Law, or solicit the employment ofin any way construed to be too broad or to any extent invalid, any employee such provision shall not be construed to be null, void and of or consultant no effect, but to the Company Group while any extent such person is providing services provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this to provide for a covenant having the Company Group; or maximum enforceable geographic area, time period and other provisions (ivnot greater than those contained herein) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group as shall be valid and any vendor or supplier to the Company Groupenforceable under such applicable Law.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will each Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company; provided, however, that a Seller may own, managedirectly or indirectly, operate or controlsolely as a passive investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller (x) is not a controlling Person of, and provided that your holdings do not exceed one or a member of a group which controls, such Person, (y) does not, directly or indirectly, own two percent (12%) of the issued and outstanding securities or more of any class of securities of such business Person, and (Bz) nothing contained herein will prohibit you from engaging does not actively engage in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective such Person or provide any information to such Person in violation of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Section 5.02. (iib) Either individually or on behalf During the Restricted Period, each Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.03(b) shall prevent a Seller or any prospective customers or patrons with respect to which of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee (iiic) Either individually or on behalf During the Restricted Period, each Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company, or to encourage any such Person to cease or reduce their business with the Company. (d) Each Seller acknowledges that a breach or threatened breach of this Section 5.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Nothing in this Section 5.03 shall impair any broader or more extensive covenant under any employment, independent contractor, sales representative, consulting or confidentiality, non-competition, or other similar agreement between any Seller, on the one hand, and Buyer, the relations between Company, or any other Affiliate of Buyer, on the Company Group other hand, including without limitation the Non-Competition and Non-Solicitation Agreements. For purposes of this Section 5.03, all references to Buyer shall be deemed to include any vendor or supplier to the Company Groupand all Affiliates of Buyer.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one two (12) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Seller or any prospective customers or patrons with respect to which of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one (12) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will the Catapult Shareholders shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitytheir Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between Cerberus and its Affiliates and customers or suppliers of Cerberus and its Affiliates. Notwithstanding the foregoing, the Catapult Shareholders may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if the Catapult Shareholder is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, the Catapult Shareholders shall not, and shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, solicithire or solicit any employee of Cerberus or its Affiliates, divert encourage any such employee to leave such employment or appropriate or attempt hire any such employee who has left such employment, except pursuant to solicita general solicitation which is not directed specifically to any such employees; provided, divert or appropriate, for that nothing in this Section 5.2(b) shall prevent the benefit of any Competitive Company, any customers or patrons of the Company Group, Catapult Shareholders or any prospective customers of their Affiliates from hiring any employee whose employment has been terminated by a Cerberus or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);its Affiliates. (iiic) Either individually or on behalf During the Restricted Period, the Catapult Shareholders shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of Cerberus or its Affiliates or potential clients or customers of Cerberus or its Affiliates, for purposes of diverting their business or services from Cerberus or its Affiliates. (d) The Catapult Shareholders acknowledges that a breach or threatened breach of this Section 5.2 would give rise to irreparable harm to Cerberus, for which monetary damages would not be an adequate remedy, and hereby agrees that in the relations between event of a breach or a threatened breach by the Company Group Catapult Shareholders of any such obligations, Cerberus shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Each Catapult Shareholder acknowledges that the restrictions contained in this Section 5.2 are reasonable and necessary to protect the legitimate interests of Cerberus and its Affiliates and constitute a material inducement to Cerberus to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.2 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.2 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three (13) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Sellers and the Principal Members each shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitytheir respective Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Sellers or the Principal Members and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers and the Principal Members each may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Sellers are not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Sellers and the Principal Members each shall not, and shall not permit any of or through any third partytheir respective Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt solicit any person who is offered employment by Buyer pursuant to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company GroupSection 6.05, or is or was employed in the Business during the Restricted Period, or encourage any prospective customers such employee to leave such employment or patrons with respect hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Sellers, the Company Group Principal Members or any of their respective Affiliates from retaining the services of (i) any employee whose employment has developed or made a sales presentation been terminated by Buyer (or similar offering of services); (iiiits applicable Affiliate) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (Bii) employ, cause to be employed, or solicit after 180 days from the employment ofdate of termination of employment, any employee whose employment has been terminated by the employee. (c) Sellers and the Principal Members each acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or consultant a threatened breach by Sellers or the Principal Members of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Sellers and the Principal Members each acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Group while maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; orremaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (ive) Either individually or on behalf The obligations of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, Sellers and the relations between the Company Group Principal Members under this Section 6.07 are joint and any vendor or supplier to the Company Groupseveral.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate solicit any person who is offered employment by Buyer pursuant to Section 6.01(a) or attempt to solicit, divert is or appropriate, for was employed in the benefit of any Competitive Company, any customers or patrons of Business during the Company GroupRestricted Period, or encourage any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group such employee to leave the service such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.03(b) shall prevent Seller or any of the Company Group for its Affiliates from hiring (i) any reason employee whose employment has been terminated by Buyer or (Bii) employ, cause to be employed, or solicit after 180 days from the employment ofdate of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller acknowledges that a breach or threatened breach of this Section 6.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or consultant a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Group while maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you The Executive acknowledges that the services to be rendered by her to the Company (which, as used in this Section 9, shall be deemed to include the Company and each of its Subsidiaries) are employed hereunder of a special and unique character. In consideration of her employment hereunder, the Executive agrees, for a period the benefit of one the Company, that she will not (1other than in connection with performing her duties for the Company or its affiliates): (a) year following during the termination of your Term and, if the Executive's employment hereunder is terminated (x) by the Company for any reason other than a termination Without Cause or (y) by the Executive other than for no reasonGood Reason, you will not, without the prior written consent of the Company: for 12 months thereafter: (i) For yourself or on behalf of any other person or entityengage, directly or indirectly, either whether as principal, agent, representative, consultant, employee, partner, stockholder, officer, director, member employee, consultant, agent, representative limited partner or in any other capacity, own, manage, operate investor (other than an investment of not more than (x) 5% of the stock or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities equity of any such business if such securities are corporation the capital stock of which is publicly traded, and provided that your holdings do not exceed one percent traded or (1%y) 5% of the issued and outstanding securities ownership interest of any class limited partnership or other entity) or otherwise, within the United States of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiaryAmerica, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which that competes directly or materially with the business conducted by the Company as of the Date of Termination or (ii) solicit or entice, or attempt to solicit or entice, away from the Company, either for her own account or for any individual, firm or corporation, any person known by her to have been, at any time during the 12 months prior to such solicitation, enticement or attempt, a borrower from, a lender to, or a direct and material participant in a substantial financial transaction with, the Company, or to have been actively solicited by the Company to become a borrower from, a lender to, or a direct and material participant in a substantial financial transaction with, the Company; or (b) during the Term and for 12 months thereafter: (i) solicit or entice, or attempt to solicit or entice, away from the Company any individual who is competitive with known by the Executive to then be an officer or employee of the Company either for her own account or for any individual, firm or corporation, whether or not such individual would commit a breach of a contract of employment by reason of leaving the service of the Company or (ii) employ, directly or indirectly, any person who has been, during the 12 months prior to employment by the Executive, an officer, employee or sales representative of the Company. (c) The Executive understands that the provisions of this Section 9 may limit her ability to earn a livelihood in a business similar to the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, but nevertheless agrees and hereby acknowledges that (A) solicit, entice such provisions do not impose a greater restraint than is necessary to protect the goodwill or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service other business interests of the Company Group for any reason or Company, (B) employ, cause such provisions contain reasonable limitations as to time and scope of activity to be employedrestrained, or solicit the employment of, any employee of or consultant (C) such provisions are not harmful to the Company Group while any general public, (D) such person is providing services provisions are not unduly burdensome to the Company Group; orExecutive, and (E) the consideration provided hereunder is sufficient to compensate the Executive for the restrictions contained in such provisions. In consideration thereof and in light of the Executive's education, skills and abilities, the Executive agrees that the Executive will not assert in any forum that such provisions prevent the Executive from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. (ivd) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt Notwithstanding anything herein to interfere withthe contrary, the relations between Executive shall not be restricted from engaging in a non-competing business pursuant to Section 9(a) even if another division, subsidiary or affiliate of that enterprise does compete with the Company Group and Company, so long as she does not perform any vendor services for such division, subsidiary or supplier to the Company Groupaffiliate.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one [***] commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will each Seller Party shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, each Seller Party may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any securities exchange anywhere in the world if such securities are publicly tradedSeller Party is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business Person. (b) During the Restricted Period, each Seller Party shall not, and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to shall not permit any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partySeller Party’s Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.08(a) shall prevent any Seller Party or any prospective customers or patrons with respect to which of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, no Seller Party shall, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Each Seller Party acknowledges that a breach or threatened breach of this Section 5.08 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller Party of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Seller Party acknowledges that the restrictions contained in this Section 5.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.08 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.08 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Notwithstanding the foregoing, nothing in this Section 5.08 shall prevent GV Health or any of its direct or indirect Affiliates or any of their officers, directors, managers, agents, successors or employees (collectively the “Carve-out Sellers”), from (i) directly or indirectly engaging in the publication or placement of advertisements or other copy in periodicals, newspapers, magazines, websites, blogs, tweets, or the like, by or for any Person engaging in the Restricted Business, (ii) directly or indirectly promoting or sponsoring any Person engaging in the Restricted Business in the course and scope of a Carve-out Seller’s normal or customary business practices relating to clause (i) above, or (iii) directly or indirectly investing in or having an ownership or equity interest in any Person engaging in the Restricted Business, so long as the Carve-out Sellers have no actual control or management responsibilities over such Person and do not own more than 25% of the outstanding equity entitled to vote relative to such Person. (g) [***]

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three (13) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Sher shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Sher may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Sher is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 2% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Sher shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.03(b) shall prevent Sellers or any prospective customers or patrons with respect to which of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, Sher shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sher acknowledges that a breach or threatened breach of this Section 6.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Sher of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Sher acknowledges that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee, lender or consultant; or (iii) interfere in any other capacityrespect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.12(b) shall prevent Seller or any prospective customers or patrons with respect to which of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer; (ii) after 180 days from the date of termination of employment, any employee whose employment has developed been terminated by the employee; or made a sales presentation (or similar offering of services); (iii) Either individually any employee, other than a management employee, as a result of the use of a general solicitation (such as a newspaper or on behalf internet advertisement) not specifically directed to such employee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.12(c) would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or through a threatened breach by Seller of any third partysuch obligations, directly Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.12(d) are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.12(d) should ever be adjudicated to exceed the time, geographic, product or indirectlyservice, (A) solicitor other limitations permitted by applicable Law in any jurisdiction, entice or persuade or attempt then any court is expressly empowered to solicitreform such covenant, entice or persuade any employees of or consultant and such covenant shall be deemed reformed, in such jurisdiction to the Company Group to leave the service of the Company Group for any reason maximum time, geographic, product or (B) employ, cause to be employedservice, or solicit the employment of, any employee other limitations permitted by applicable Law. The covenants contained in this Section 5.12(d) and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of or consultant to the Company Group while any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination Closing Date (the “Restricted Period”), no Seller shall, and no Seller shall permit any of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entityhis Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Business in Texas, New Mexico, Oklahoma and Colorado (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, each Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one does not, directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, no Seller shall, and no Seller shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees, provided, that nothing in this Section 7.5(b) shall prevent a Seller or any prospective customers or patrons with respect to which of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, no Seller shall, and no Seller shall permit any of or through any third partyhis Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledge that a breach or threatened breach of this Section 7.5 would give rise to irreparable harm to Buyer and the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by a Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Sellers acknowledge that the restrictions contained in this Section 7.5 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7.5 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 7.5 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one two years from and after the Closing Date (1) year following the termination “Restricted Period”), no Seller Party shall, and no Seller Party shall permit any of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of any Seller and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, own, manage, operate to terminate or control, modify any such actual or be concerned, connected or employed byprospective relationship, or otherwise associate in intentionally interfere with any manner withsuch relationship. Notwithstanding the foregoing, engage in each Seller Party may own, directly or have a financial interest inindirectly, any Competitive Company (eachsolely as an investment, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, each Seller Party shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicitsolicit or entice, divert or appropriate or attempt to solicitsolicit or entice, divert any clients or appropriatecustomers of the Business or potential clients or customers of the Business for purposes of diverting their business or services from the Business. (c) For a period of three years commencing on the Closing Date, each Seller Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee who is or was employed by Buyer during such three-year period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except such restriction shall not apply to any immediate family member of either Member or except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.06(c) shall prevent any Seller Party or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 90 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (d) For a period of one year commencing on the Closing Date, no Seller Party shall, and no Seller Party shall permit any of its Affiliates to, directly or indirectly, own, operate or develop, directly or indirectly, any lodging or hospitality facilities in Orla, Texas or ▇▇▇▇▇▇, Texas, for the benefit of any Competitive Companyemployees of WinCo Trucking, any customers or patrons HRS Operating LLC and HRS Management LLC (“Direct Employee Lodging”). From and after the one-year anniversary of the Company GroupClosing Date and for a period of one year thereafter, to the extent any Seller Party or any prospective customers Affiliate thereof develops any Direct Employee Lodging, such Direct Employee Lodging in Orla, Texas only shall purchase any and all meals for such facility from Buyer or patrons with respect an Affiliate thereof at reasonable and customary rates prevailing in the industry. Notwithstanding anything to which the Company Group has developed or made contrary in this Section 6.06(d), to the extent that the Lodging Agreement for the employees of WinCo Trucking is terminated by Buyer, other than as a sales presentation (or similar offering result of services);any breach by WinCo Trucking, prior to the one-year anniversary of the Closing Date, the restrictive covenants set forth in the first sentence of this Section 6.06(d) shall not apply to WinCo Trucking from and after the date of such termination. (iiie) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant Notwithstanding anything to the Company Group contrary contained herein, Parent shall be permitted to leave continue to operate the service Excluded Locations during the Restricted Period in a manner consistent with the operation of such facilities as of the Company Group Closing Date; provided, that none of the Excluded Locations located in Texas shall offer catering or food and meal services to residents during the Restricted Period. (f) Each Seller Party acknowledges that a breach or threatened breach of this Section 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller Party of any reason such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (g) Each Seller Party acknowledges that the restrictions contained in this Section 6.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.06 should ever be adjudicated to exceed the time, geographic, product or (B) employservice or other limitations permitted by applicable Law in any jurisdiction, cause then any court is expressly empowered to reform such covenant, and such covenant shall be employeddeemed reformed, or solicit the employment of, any employee of or consultant in such jurisdiction to the Company Group while maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one two (12) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will the Seller Parties shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitytheir Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company Group and customers or suppliers of the Company Group. Notwithstanding the foregoing, the Seller Parties may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if the Seller Parties is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, the Seller Parties shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company GroupGroup or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent the Seller Parties or any prospective customers or patrons with respect to which of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after one hundred and eighty (180) days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, the Seller Parties shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, (A) solicitsolicit or entice, entice or persuade or attempt to solicitsolicit or entice, entice any clients or persuade any employees customers of or consultant to the Company Group to leave the service or potential clients or customers of the Company Group for any reason purposes of diverting their business or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to from the Company Group. (d) The Seller Parties acknowledge that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Seller Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Seller Parties acknowledge that the restrictions contained in this Section

Non-Competition; Non-Solicitation. While you are employed hereunder a. Executive acknowledges and for a period of one (1) year following recognizes the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent highly competitive nature of the Companybusinesses of the Company and its affiliates and, accordingly, agrees as follows: (i) For yourself or on behalf During the Employment Term and, for a period of twenty-four (24) months following the date Executive ceases to be employed hereunder for any other person or entityreason (the “Restricted Period”), Executive will not directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that : (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged engage in any business which is competitive that competes with the business of the Company Groupor its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, irrespective of whether some other Unit of such Competitive as to which the Company engages or its affiliates have taken steps towards commencing and as to which Executive has participated in such competition planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (as long as you do not engage in a Restricted Activity for such other Unit“Competitive Business”); (iiB) Either individually enter the employ of, or on behalf render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or through which engages in a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any third partyCompetitive Business, directly or indirectly, solicitas an individual, divert partner, shareholder, officer, director, principal, agent, trustee or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Groupconsultant; or (ivD) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the relations date of this Agreement) between the Company Group or any of its affiliates and any vendor customers, clients, or supplier suppliers of the Company or its affiliates. (ii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company Groupor its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (x) is not a controlling person of, or a member of a group which controls, such person and (y) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (iii) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executive’s employment with the Company. (iv) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three years commencing on the Closing Date, (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will each Seller and each Selling Person shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Sellers and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, a Seller or a Selling Person may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller or Selling Person is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, each Seller and each Selling Person shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicithire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, divert or appropriate encourage any such employee to leave such employment or attempt hire any such employee who has left such employment, except pursuant to solicita general solicitation which is not directed specifically to any such employees; provided, divert or appropriatethat nothing in this Section 6.07(b) shall prevent a Seller, for the benefit of any Competitive Company, any customers or patrons of the Company Groupa Selling Person, or any prospective customers or patrons with respect to which the Company Group Affiliate thereof from hiring (i) any employee whose employment has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason been terminated by ▇▇▇▇▇ or (Bii) employ, cause to be employed, or solicit after 180 days from the employment ofdate of termination of employment, any employee whose employment has been terminated by the employee. (c) Each Seller and each Selling Person acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or consultant to the Company Group while a threatened breach by a Seller or a Selling Person of any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third partyobligations, directly or indirectlyBuyer shall, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Group.in addition

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will the Shareholder shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityhis Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, the Shareholder may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if the Shareholder is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, the Shareholder shall not, and shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.12(b) shall prevent the Shareholder or any prospective customers or patrons with respect to which of his Affiliates from soliciting any employee whose employment has been terminated by the Company Group or 4Front or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, the Shareholder shall not, and shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company; provided that nothing in this Section 5.12(c) shall prevent Shareholder or any of his Affiliates from engaging in general advertisement or solicitation that is not directed specifically to any such clients or customers. (d) The Shareholder acknowledges that a breach or threatened breach of this Section 5.12 would give rise to irreparable harm to 4Front, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Shareholder of any such obligations, 4Front shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Shareholder acknowledges that the restrictions contained in this Section 5.12 are reasonable and necessary to protect the legitimate interests of 4Front and constitute a material inducement to 4Front to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.12 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Group.maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will the Shareholder shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityhis Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, the Shareholder may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if the Shareholder is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. 4817-8152-4729.10 31 (iib) Either individually or on behalf During the Restricted Period, the Shareholder shall not, and shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.12(b) shall prevent the Shareholder or any prospective customers or patrons with respect to which of his Affiliates from soliciting any employee whose employment has been terminated by the Company Group or 4Front or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, the Shareholder shall not, and shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company; provided that nothing in this Section 5.12(c) shall prevent Shareholder or any of his Affiliates from engaging in general advertisement or solicitation that is not directed specifically to any such clients or customers. (d) The Shareholder acknowledges that a breach or threatened breach of this Section 5.12 would give rise to irreparable harm to 4Front, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Shareholder of any such obligations, 4Front shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Shareholder acknowledges that the restrictions contained in this Section 5.12 are reasonable and necessary to protect the legitimate interests of 4Front and constitute a material inducement to 4Front to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.12 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.12 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one twelve (112) year following months commencing on the termination Closing Date (the “Restricted Period”), none of your employment hereunder for Seller, ▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall, or permit any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entitytheir respective Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5%/ or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually During the Restricted Period, none of Seller, ▇▇▇▇ ▇▇▇▇ or on behalf ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall, or permit any of or through any third partytheir respective Affiliates to, directly or indirectly, solicit, divert hire or appropriate solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or attempt to solicit, divert is or appropriate, for was employed in the benefit of any Competitive Company, any customers or patrons of Business during the Company GroupRestricted Period, or encourage any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group such employee to leave the service such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Seller or any of the Company Group for its Affiliates from hiring (i) any reason employee whose employment has been terminated by Buyer or (Bii) employ, cause to be employed, or solicit after 180 days from the employment ofdate of termination of employment, any employee whose employment has been terminated by the employee. (c) Each of Seller, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ acknowledges that a breach or consultant threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each of Seller, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Group while maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such person is providing services covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (e) This Section 6.07 shall be subject to the Company Group; or (iv) Either individually terms and conditions of any employment or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations consulting agreement executed between the Company Group Buyer and any vendor equity owner or supplier to the Company GroupAffiliate of Seller.

Non-Competition; Non-Solicitation. While you are employed hereunder and 4.1 Subject to Clause 4.2, each of the Sellers severally agrees that, for a period of one four (14) year years following the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restrictive Period”), you will such Seller shall not, without the prior written consent of the Companyand shall not cause, authorise or permit its Affiliates or Subsidiaries, to: (ia) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate operate, control or controlparticipate in the ownership, management, operation or control of, or be concernedprovide any financing to, connected any Person (other than the Buyer, the Company or employed by, their Subsidiaries or otherwise associate Affiliates) that engages in any manner withactivity, engage in operation or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except business that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive competes with the then current business of the Company Groupin the Relevant Territory, irrespective except that each such Seller may hold less than 3% of whether some other Unit the share capital of any such Competitive publicly traded Person, and further provided that the Sellers may be employed by a customer of the Business that is not also a competitor of the Company engages following termination of their Employment Agreement, but solely in such competition (the capacity as long as you do an employee and not engage in a Restricted Activity for such other Unit)any consultancy capacity; (iib) Either individually take any action that is designed or on behalf intended to have the effect of discouraging any lessor, licensor, customer, employee, or through any third party, directly supplier from having a business relationship or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of potential business relationship with the Company Group, or any prospective customers from maintaining business relationships or patrons entering into a new business relationship with respect to which the Company Group has developed or made that may have a sales presentation (or similar offering of services)Material Adverse Effect on any existing business relationship; (iiic) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between employment of any officers, employees, representatives or agents of the Buyer, the Buyer’s Subsidiaries or any Person which the Buyer is a subsidiary of, the Company Group or any of their Subsidiaries or Affiliates, holding a senior management, administrative sales or operational function, or solicit, hire or attempt to induce any of them to leave the employ of the Buyer, the Buyer’s Subsidiaries or any Person which the Buyer is a subsidiary of, the Company or any such Subsidiary or Affiliate, other than by way of a bona fide recruitment advertising campaign directed at the market in general and not specifically targeting any vendor such employees. 4.2 To the extent that a court of competent jurisdiction orders that the Restrictive Period defined in Clause 4.1 above is neither enforceable nor binding on the Sellers, the parties agree that the Restrictive Period should be reduced to a period of three (3) years following the Closing Date. 4.3 Each of the Sellers acknowledges and agrees that the covenants set forth in this Clause 4 are necessary to protect the goodwill of the Company that is being purchased by the Buyer. Each of the Sellers further acknowledges and agrees that the Buyer’s willingness to enter into this Agreement is conditional and dependent upon such Sellers’ promise to be bound by this Clause 4. The parties hereto acknowledge and agree that any breach of the restrictive covenants contained in this Clause 4 would cause irreparable injury and that the remedy at law for any such breach would be inadequate, and the parties agree and consent that, in addition to any other available remedy, temporary and permanent injunctive relief may be granted in any action or supplier proceeding which may be brought by any party to enforce such restrictive covenants. 4.4 Each of the Sellers acknowledges and agrees that all of the restrictions, covenants and agreements in Clause 4 hereof are appropriate, reasonable and valid (including with respect to geographic scope and duration) and fully necessary for the protection of the legitimate interests of the Buyer or the Buyer’s Subsidiaries or any Person which the Buyer is a subsidiary of. If any provision contained in this Clause 4 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Clause 4 but this Clause 4 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by Applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the Company Groupextent such provision would be valid or enforceable under Applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Clause 4 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such Applicable Law.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five years commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will each Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee, or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between an Acquired Company and customers or suppliers of an Acquired Company. Notwithstanding the foregoing, a Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, each Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicithire or solicit any employee of an Acquired Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, divert or appropriate or attempt except pursuant to solicita general solicitation which is not directed specifically to any such employees; provided, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Groupthat nothing in this Section 5.04(b) shall prevent a Seller, or any prospective customers of its respective Affiliates from hiring (i) any employee whose employment has been terminated by an Acquired Company or patrons with respect to which Buyer, or (ii) after 180 days from the Company Group date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, each Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of an Acquired Company or potential clients or customers of an Acquired Company for purposes of diverting their business or services from an Acquired Company. (d) Each Seller acknowledges that a breach or threatened breach of this Section 5.04 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the relations between the Company Group event of a breach or a threatened breach by a Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Seller acknowledges that the restrictions contained in this Section 5.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.04 should ever be adjudicated to exceed the time, geographic, product, or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product, or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and Seller shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityhis Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Business in the United States (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and Seller shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees, provided, that nothing in this Section 7.8(b) shall prevent Seller or any prospective customers or patrons with respect to which of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, Seller shall not, and Seller shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Seller acknowledges that a breach or threatened breach of this Section 7.7 would give rise to irreparable harm to Buyer and the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by a Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 7.7 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7.7 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 7.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one two years commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will each Seller Party shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, each Seller Party may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any securities exchange anywhere in the world if such securities are publicly tradedSeller Party is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business Person. (b) During the Restricted Period, each Seller Party shall not, and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to shall not permit any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partySeller Party’s Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.08(a) shall prevent any Seller Party or any prospective customers or patrons with respect to which of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, no Seller Party shall, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group and any vendor or supplier to potential clients or customers of the Company Groupfor purposes of diverting their business or services from the Company. (d) Each Seller Party acknowledges that a breach or threatened breach of this Section

Non-Competition; Non-Solicitation. While you are employed hereunder and (a) Except with respect to authorized activities of the Insider Shareholders in their capacities as employees, officers, or agents of the Company, the Buyer or the Parent, for a period commencing on the First Closing and expiring on the fifth (5th) anniversary of one the Second Closing Date (1the “Restricted Period”), each Insider Shareholder and each other Shareholder identified on Exhibit 11 (collectively the “Restricted Shareholders”) year following the termination of your employment hereunder for any reason or for no reason, you will shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself his or on behalf of any other person or entityher Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principala director, partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, a Restricted Shareholder may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedRestricted Shareholder is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business and Person. (Bb) nothing contained herein will prohibit you from engaging in a Restricted Activity for or Except with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business authorized activities of the Company GroupShareholders in their capacities as employees, irrespective officers, or agents of whether some other Unit the Company, the Buyer or the Parent, during the Restricted Period, each Shareholder shall not, and shall not permit any of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.04(b) (Non-competition; Non-solicitation) shall prevent each Shareholder or any prospective customers of his or patrons with respect to which her Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after one (1) year from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually During the Restricted Period, each Shareholder shall not, and shall not permit any of his or on behalf of or through any third partyher Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Each Shareholder acknowledges that a breach or threatened breach of this Section 5.04 (Non-competition; Non-solicitation) would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by any Shareholder of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Shareholder acknowledges that the restrictions contained in this Section 5.04 (Non-competition; Non-solicitation) are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer and Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.04 (Non-competition; Non-solicitation) should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.04 (Non-competition; Non-solicitation) and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for a period of one (1a) year following For three years after the termination of your employment hereunder for any reason or for no reasonClosing (“Restricted Period”), you will Seller shall not, without the prior written consent and shall cause each of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to not, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with any business relationship (whether formed prior to or after the date of this Agreement) between either Company and customers or suppliers of either Company. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group that controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf For two years after the Closing, Seller shall not, and shall cause each of or through any third partyits Affiliates to not, directly or indirectly, solicithire or solicit any employee of either Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, divert except pursuant to a general solicitation that is not directed specifically to any such employees; provided, that nothing in this Section 5.02(b) shall prevent Seller or appropriate any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or attempt to solicit, divert or appropriate, for (ii) after 180 days from the benefit date of any Competitive Companytermination of employment, any customers or patrons employee whose employment has been terminated by the employee, other than as a result of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering solicitation in violation of services);this Section 5.02. (iiic) Either individually or on behalf During the Restricted Period, Seller shall not, and shall cause each of or through any third partyits Affiliates to not, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, in the relations Territory, any clients or customers of either Company or potential clients or customers of either Company for purposes of diverting their business or services from the Company. Notwithstanding anything to the contrary, Seller is currently a customer of the Companies and nothing herein shall restrict the customer relationship that exists between Seller and the Company Group Companies. (d) Seller acknowledges that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three years commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: its Affiliates (iincluding Zeta Telecom Solutions, Inc.) For yourself or on behalf of any other person or entityto, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates (including Zeta Telecom Solutions, Inc.) to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.02(b) shall prevent Seller or any prospective customers or patrons with respect to which of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates (including Zeta Telecom Solutions, Inc.) to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Seller acknowledges that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Nothing in this Section 5.02 shall prohibit Zeta Telecom Solutions, Inc. from (i) engaging in transactions with Buyer or any of Buyer’s Affiliates, or (ii) conducting any activities that are otherwise prohibited by this Section 5.02, or from engaging in any transactions with a third party, if such activities or transactions are first disclosed to, and approved, in writing, by an officer of Buyer.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the "Restricted Period"), you will Sellers shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself its or on behalf of any other person or entitytheir Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, a Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Sellers shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any prospective customers of its or patrons with respect to which their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually During the Restricted Period, Sellers shall not, and shall not permit any of its or on behalf of or through any third partytheir Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledge that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Sellers acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for a period of one (1a) Until the four (4) year following anniversary of the termination date of your employment hereunder for any reason or for no reasonthis Agreement, you will each Owner agrees that such Owner shall not, without the prior written consent of the Companydirectly or indirectly: (i) For yourself or on behalf of any other person or entityengage in, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacityinvest in, own, manage, operate or operate, finance, control, or advise, render services to, guarantee the obligations of, be concerned, connected or employed by, be associated with, or otherwise associate in any manner with, engage in or have a financial interest in, be connected with any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not Person engaged in any business that the Target conducts as of the Closing Date in any geographic area in which the Target conducts such business; provided, however, that any Owner may acquire or otherwise own less than 5% of the outstanding capital stock of a Person that is listed on any national securities exchange or which is competitive with the business registered under Section 12(g) of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit)Exchange Act; (iiA) Either individually cause, induce, or on behalf attempt to cause or induce any employee, agent, or independent contractor of the Parent or through any third partyof its Affiliates (including the Target) to terminate such relationship; (B) in any way interfere with the relationship between the Parent or any of its Affiliates (including the Target) and any of their respective employees, directly agents, or indirectlyindependent contractors; or (C) hire, retain, employ, or otherwise engage or attempt to hire, retain, employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee, agent, or independent contractor of any the Parent or any of its Affiliates (including the Target). (A) solicit, divert induce, or appropriate otherwise cause, or attempt to solicit, divert induce, or appropriate, for the benefit of any Competitive Companyotherwise cause, any customers or patrons of the Company Groupcustomer, supplier, licensor, licensee, or any prospective customers customer, supplier, licensor, or patrons licensee that has been contacted or targeted for contact by the Target on or before the Closing Date, or any other person engaged in a business relationship with respect the Parent or any of its Affiliates (including the Target), to which (1) terminate, curtail, or otherwise modify its relationship with the Company Group has developed Parent or made any of its Affiliates (including the Target) or (2) engage in business with a sales presentation competitor of any the Parent or any of its Affiliates (or similar offering of servicesincluding the Target); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employinterfere in any way with the relationship between the Parent or any of its Affiliates (including the Target), cause to be employedand any of their respective customers, suppliers, licensors, licensees, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to prospective customers, suppliers, licensors, or licensees, or any other Person engaged in a business relationship with the Company Group; orParent or any of its Affiliates (including the Target). (ivb) Either individually or on behalf If, before the four (4) year anniversary of or through any third partythe date of this Agreement, directly or indirectlyan Owner enters into an employment, interfere withconsulting engagement, independent contractor engagement, partnership, or attempt other business association with any Person, that Owner shall advise the Parent of the identity and address of such Person. The Parent may notify each such Person that such Owner is bound by this Section 6.1 and may furnish each such Person with a copy of applicable provisions of this Agreement. (c) Each Owner agrees that this Section 6.1, including the provisions relating to interfere withduration, geographical area, and scope, is reasonable and necessary to protect and preserve the relations between Parent’s and its Affiliates’ (including the Company Group Target’s) legitimate business interests and the value of the Target, and to prevent an unfair advantage from being conferred on any vendor or supplier to Owner. (d) Parent and each Owner agree that no more than $10,000 of the Company GroupPurchase Price shall be allocated as consideration in exchange for compliance with the provisions of this Section 6.1.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one two (12) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory (other than on behalf of a member of the Company Group); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in any other capacityconsultant; or (iii) intentionally interfere with the business relationships (whether formed prior to or after the date of this Agreement) between the Company Group and customers or suppliers of the Company Group. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period in the Territory, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicithire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, divert except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Seller or appropriate any of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or attempt to solicit, divert Buyer or appropriate, for (ii) after one hundred and eighty (180) days from the benefit date of any Competitive Companytermination of employment, any customers employee whose employment has been terminated by the employee. (c) During the Restricted Period, in the Territory, Seller shall not, and shall not permit any of its Affiliates to, directly or patrons indirectly, hire, associate with, or solicit any Producer that has a then current business relationship with any member of the Company Group, or that has had a business relationship with any prospective customers or patrons with respect to which member of the Company Group has developed in the preceding twelve (12) month period, or made encourage any such Producer to cease working or associating with the Company Group, except pursuant to a sales presentation (or similar offering of services);general solicitation which is not directed specifically to any such Producer. (iiid) Either individually or on behalf During the Restricted Period, and in the Territory, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicitsolicit or entice, entice or persuade or attempt to solicitsolicit or entice, entice any clients or persuade any employees customers of or consultant to the Company Group to leave the service or potential clients or customers of the Company Group for any reason purposes of diverting their business or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to from the Company Group. (e) Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (f) Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, including the severing or removal of any term or provision deemed invalid so that the remaining terms and provisions can be enforced, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder (a) In consideration of the Purchase Price to be received from Buyer under this Agreement (or in the case of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to be received from Sellers subsequent to Closing), Sellers agree that, for a period of two (2) years after the Closing Date, none of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Sellers or any entity controlled by the Sellers (collectively the “Restricted Persons”) shall directly or indirectly, do any of the following: (i) engage in, or invest in, own, manage, operate, finance, control, be employed by, associated with or in any manner connected with, or render services or advice to, any individual or entity engaged in or planning to become engaged in, or any other business whose products or activities compete in whole or in part with, the Company, the Buyer, and/or their respective Affiliates anywhere in the United States, provided, however, the Restricted Persons may passively invest in, or own up to, two percent (2%) of any such entity; (ii) induce or attempt to induce any employee of the Company (or any other employee or consultant of the Buyer and/or its Affiliates) to leave the employ of the Company and/or solicit, offer employment to, otherwise attempt to hire, employ, or otherwise engage as an employee or consultant, any such employee of the Company (or any other employee or consultant of the Buyer and/or its Affiliates); provided, however, the Restricted Persons are not prohibited from (A) making general solicitations through recruiters, newspapers, the Internet or otherwise, and (B) hiring unsolicited persons that contact the Restricted Persons for employment; or (iii) (A) induce or attempt to induce any Person that was a customer of the Company at any time during the one (1) year following period preceding the termination Closing Date to cease doing business with the Company, the Buyer and/or any of your employment hereunder for their respective Affiliates, and/or (B) in any reason or for no reasonway interfere with the relationship between the Company, you will notthe Buyer and/or any of their respective Affiliates and any such customer, without and/or (C) solicit the prior written consent business of any such customer of the Company, the Buyer and/or any of their respective affiliates in any manner whatsoever. Notwithstanding anything contained in this Section 8.4(a) to the contrary: (i1) For yourself or on behalf Sellers may continue to operate the businesses in which the Sellers’ “Crisis Management and Preparedness Services” and “Fraud and SIU Services” business units operate as of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except the Closing Date provided that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings units do not exceed one percent (1%) of compete with any products or services offered by the issued and outstanding securities of any class of securities of such business Company and (B) nothing contained herein will prohibit you from engaging Sellers comply with and enforce against ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ the provisions of Sections 8.4(a)(ii) and 8.4(a)(iii). For purposes of this Agreement, (X) “Crisis Management and Preparedness Services” means strategic advice, recovery services, and planning, prevention and other consulting services related thereto for governments, universities, hospitals and companies in a Restricted Activity for or connection with respect to any subsidiarydisaster mitigation, division or affiliate or unit continuity of operations, and emergency management, and (eachY) “Fraud and SIU Services” means anti-fraud services and resources, a “Unit”) including the promotion of a Competitive Company if that Unit is not engaged in any business which is competitive with operational efficiencies and the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriateweb-based GlobalTrak platform, for insurance carriers, third-party administrators, law firms, companies, and the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Grouppublic sector.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one two (12) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other capacityPerson who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate solicit any person who is offered employment by Buyer or attempt to solicit, divert is or appropriate, for was employed in the benefit of any Competitive Company, any customers or patrons of Business during the Company GroupRestricted Period, or encourage any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group such employee to leave the service such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Seller or any of the Company Group for its Affiliates from hiring (i) any reason employee whose employment has been terminated by Buyer or (Bii) employ, cause to be employed, or solicit after one hundred and eighty (180) days from the employment ofdate of termination of employment, any employee who voluntarily terminates his or her own employment. (c) Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or consultant a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Group while maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one (1) year five years commencing on the day immediately following the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of either Company, or any other capacityPerson who has a material business relationship with either Company, in each case as at the Effective Time, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf For the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicithire or solicit any employee of either Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, divert except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Seller or appropriate any of its Affiliates from hiring (i) any employee whose employment has been terminated by either Company or attempt to solicit, divert Buyer or appropriate, for (ii) after 180 days from the benefit date of any Competitive Companytermination of employment, any customers or patrons of employee whose employment has been terminated by the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);employee. (iiic) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of either Company or potential clients or customers of either Company for purposes of diverting their business or services from such Company. (d) Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the relations between the Company Group event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Group.maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this

Non-Competition; Non-Solicitation. While you are employed hereunder and for a period (a) During the Restricted Period, each of one (1) year following the termination of your employment hereunder for any reason or for no reason, you will Sellers shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitytheir respective Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or in consultant; or (iii) intentionally interfere with the business relationships (whether formed prior to or after the date of this Agreement) between any other capacityCompany and customers or suppliers of such Company. Notwithstanding the foregoing, a Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 2% or more of any class of securities of such business and Person. (Bb) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiaryDuring the Non-solicitation Period, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business each of the Company GroupSellers shall not, irrespective and shall not permit any of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partytheir respective Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit solicit any employee of any Competitive CompanyCompany or encourage any such employee to leave such employment or hire any such employee who has left such employment (except for any employee who was previously terminated by any Company or the Buyer, to whom this Section 6.03(b) shall not apply), except pursuant to a general solicitation which is not directed specifically to any customers or patrons such employees. (c) During the Restricted Period, each of the Company GroupSellers shall not, or and shall not permit any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third partytheir respective Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, any clients or customers of any Company or potential clients or customers of any Company for purposes of diverting their business or services or prospective business from any Company. (d) Each of the Sellers acknowledges that a breach or threatened breach of this Section 6.03 would give rise to irreparable harm to the Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by any Seller of any such obligations, the relations between the Company Group Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor or supplier other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of the Sellers acknowledges that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of the Buyer and constitute a material inducement to the Company GroupBuyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three (13) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) own, manage, operate, join, control, participate or engage in or assist others in managing, operating, participating or engaging in the Restricted Business in the Territory whether doing so as principal, partner, stockholder, an officer, director, member manager, member, owner, partner, joint venturer, manager, employee, independent contractor, consultant, advisor or a sales representative, whether paid or unpaid; (ii) have an interest in any Person that owns, manages, operates, joins, controls, participates or engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, manager, member, employee, principal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers, members or suppliers of the Company within the Restricted Business. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, (i) Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Group, or encourage any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group such employee to leave the service of the Company Group for any reason such employment or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while hire any such person employee who has left such employment, except pursuant to a general solicitation which is providing services not directed specifically to the Company Groupany such employees; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Group.and

Non-Competition; Non-Solicitation. While you are employed hereunder 5.1 Subject to the provisions of Section 8 of the Purchase Agreement, during the term of Employee's employment by the Company and for a any period thereafter in respect of one which the Company is required to and does make severance payments (1"Severance") year following to the termination Employee pursuant to the terms of your employment hereunder for any reason his Employment Agreement, the Employee will not directly or for no reason, you will not, without the prior written consent of the Companyindirectly: (ia) For yourself engage in any business or on behalf activity that competes with the Business, anywhere in the United States or Canada; (b) enter the employ of any other person or entityentity engaged in any business or activity that competes with the Business or render any consulting or other services to any person or entity for use in or with the effect of competing with the Business; (c) have an interest in any business or activity that competes with the Business, directly or indirectlyin any capacity, either including, without limitation, as principalan investor, partner, stockholder, officer, director, member employee, consultantprincipal, agent, representative or in any other capacity, own, manage, operate or controlemployee, or be concernedcreditor; provided, connected however, that nothing herein shall prevent the purchase or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities ownership by the Employee of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) less than 3% of the issued and outstanding equity securities of any class of securities of such business a company registered under Section 12 of the Securities and Exchange Act of 1934, as amended; (Bd) nothing contained herein will prohibit you from engaging in a Restricted Activity for recruit, solicit or with respect induce, or attempt to recruit, solicit or induce, any subsidiary, division employee or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business employees of the Company Groupto terminate their employment with, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);or otherwise cease their relationship with, the Company; or (iie) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Grouptake away, or in any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or manner persuade or attempt to solicit, entice or persuade any employees of the clients, customers or consultant to the Company Group to leave the service accounts, or prospective clients, customers or accounts of the Company Group which were contracted, solicited or served by the Employee while employed by the Company to discontinue, cease or alter his, her or its relationship with the Company. [The following carve out is for any reason ▇▇▇▇▇▇▇▇▇ only.] Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇ may, upon (i) termination of employment by the Company without Cause (as defined in his Employment Agreement), (ii) resignation by ▇▇▇▇▇▇▇▇▇ for Good Reason (as defined in his Employment Agreement), or (iii) expiration of the Employment Term (as defined in his Employment Agreement), be employed by (A) a consulting company so long as such consulting company is not engaged, and does not become engaged, in the Business or (B) employa company in the film distribution, cause production or exhibition business so long as such company is not engaged, and does not become engaged, in the Business (other than the research, development or production of proprietary back office transaction software for both distributors or exhibitors of filmed and digital entertainment for its own use or for the use of such company's subsidiaries or affiliates); provided, that, prior to commencing employment with any such company, ▇▇▇▇▇▇▇▇▇ shall deliver written notice to such company, with a copy to the Company, of his obligations hereunder and under to the terms of the Purchase Agreement. [END OF CARVE OUT FOR ▇▇▇▇▇▇▇▇▇] Notwithstanding anything to the contrary contained in this Agreement, the Employee's Employment Agreement or the Purchase Agreement, the provisions of this Section 5.1 and any non-compete covenant in favor of the Company or its affiliates contained in any other document(s) to which the Employee is a party, shall terminate and be of no further force and effect in the event that the Company is in default, and fails to cure such default within thirty (30) days prior written notice from the applicable Seller, under (i) any obligations under the Note or Pledge Agreement securing such Note, (ii) any payment obligation under the Purchase Agreement, or (iii) any obligation of the Company to issue, deliver and/or permit the sale of any shares of Class A Common Stock issued pursuant to the terms of the Purchase Agreement. Notwithstanding anything to the contrary contained in the first paragraph of this Section 5.1, in the event that the Employee's employment by the Company is terminated and the Company's obligation to pay Severance is terminated as a result of either (A) any waiver by the Employee of his right to receive such Severance or (B) as a result of any offset against earnings of the Employee in accordance with his Employment Agreement, then the covenants contained in this Agreement shall terminate upon the date on which the Severance payments are terminated, waived or offset. 5.2 If any restriction set forth in this Section 5 is found by any court of competent jurisdiction to be employedunenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or solicit geographic area as to which it may be enforceable. 5.3 The restrictions contained in this Section 5 are necessary for the employment ofprotection of the business and goodwill of the Company and are considered by Employee to be reasonable for such purpose. In addition, any employee Employee acknowledges that Employee's education, background, skills, and experience are such that the enforcement of or consultant the restrictions in this Section 5 will not unreasonably interfere with Employee's ability to earn a living. Employee agrees that Severance paid to him constitutes consideration in respect of his obligations hereunder with respect to the Company Group while any such person is providing services periods covered thereby, including, without limitation, periods subsequent to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Grouphis employment.

Non-Competition; Non-Solicitation. While you are employed hereunder (a) Seller acknowledges the competitive nature of the Business and accordingly agrees, in connection with the sale of the Purchased Assets, including the goodwill of the Business, which Buyer considers to be a valuable asset, and in exchange for good and valuable consideration, that for a period of one eighteen (118) year following months commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: its Affiliates to, directly or indirectly: (i) For yourself engage in or on behalf assist others in engaging in the flavored nut butter business (the “Restricted Business”) in the United States (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, member, manager, employee, principal, agent, trustee, or consultant; or (iii) cause, induce, or encourage any material actual or prospective client, customer, supplier, or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other person Person who has a material business relationship with the Business, to terminate or entitymodify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, either solely as principalan investment, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed directly or indirectly, own one percent (1%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicithire or solicit any person who is or was employed in the Business during the Restricted Period, divert or appropriate encourage any such employee to leave such employment or attempt hire any such employee who has left such employment, except pursuant to solicit, divert a general solicitation which is not directed specifically to any such employees; provided that nothing in this Section 5.02(b) shall prevent Seller or appropriateany of its Affiliates from hiring any employee whose employment has been terminated by Buyer. (c) Seller acknowledges that a breach or threatened breach of this Section 5.04 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the benefit event of a breach or a threatened breach by Seller of any Competitive Companysuch obligations, Buyer shall, in addition to any customers and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or patrons other security or to prove actual damages or that monetary damages will not afford an adequate remedy). (d) Seller acknowledges that the restrictions contained in this Section 5.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Company Grouptransactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.04 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any prospective customers jurisdiction or patrons with respect any Governmental Order, then any court is expressly empowered to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant reform such covenant in such jurisdiction to the Company Group to leave the service of the Company Group for any reason maximum time, geographic, product or (B) employ, cause to be employedservice, or solicit the employment of, any employee other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of or consultant to the Company Group while any such person is providing services to covenant or provision as written shall not invalidate or render unenforceable the Company Group; or (iv) Either individually remaining covenants or on behalf of or through any third partyprovisions hereof, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor such invalidity or supplier to the Company Groupunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder Except as otherwise set forth in a subscription agreement for Units or other joinder agreement hereto executed by the Company and for a period Minority Investor, each Minority Investor that is an employee, officer, director or consultant of one the Company agrees as follows: (1a) year following such Minority Investor agrees that until the eighteen month anniversary of the date of termination of your such Minority Investor’s employment hereunder for any reason or for no reason, you will notother engagement with the Company and all of its subsidiaries, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entity, the Minority Investor will not, anywhere in the world, directly or indirectly, either as principal, partnermanager, agent, consultant, officer, stockholder, officerpartner, directorinvestor, member sponsor, lender or employee, consultant, agent, representative or in any other capacitycapacity carry on, own, manage, operate be engaged in or control, employed by or be concerned, connected or employed by, or otherwise associate in any manner with, engage in a consultant to or have a any financial interest in, any Competitive Person which is in competition with the Company (eachas described in Section 6.04(b)). During such period, a “Restricted Activity”)the Minority Investor agrees that, except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of without the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business prior written consent of the Company Group(and other than on behalf of the Company), irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually the Minority Investor shall not, on the Minority Investor’s behalf or on behalf of or through any third partyPerson, directly or indirectly, solicit(i) solicit or offer employment to, divert or appropriate employ, any Person who is an officer, management employee or other key employee or full-time consultant of the Company or any of its subsidiaries or induce or attempt to induce or encourage others to induce or attempt to induce any such Person to (A) terminate such Person’s employment with such employer (in the case of an employee) or (B) cease providing his or her services to such entity (in the case of a consultant), (ii) solicit or attempt to solicit, divert or appropriate, assist or encourage any Person in soliciting or attempting to solicit any customer or supplier (for the benefit purpose of any Competitive causing such supplier to cease providing goods or services to the Company, any customers or patrons ) of the Company Group, or any prospective customers of its subsidiaries to or patrons for any Person which is in competition with the Company or (iii) whether in written or oral form, make any statement that libels, slanders or disparages the Company or any of its subsidiaries, with respect to any of the past or present activities of the Company or any of its subsidiaries; provided, however, that this shall not prevent the Minority Investor from making statements about the Company or any of its subsidiaries in connection with a suit or claim brought by the Minority Investor against the Company or any of its subsidiaries or the defense of a claim made by Company or any of its subsidiaries against the Minority Investor or as otherwise required by law in connection with any proceeding. (b) For purposes of this Section 6.04, a Person shall be deemed to be in competition with the Company if such Person is involved in any business conducted by the Company or any of its subsidiaries on the date the Minority Investor’s employment or other engagement terminates or with respect to which the Company Group has developed taken any substantial steps to engage in during the period of the Minority Investor’s employment or made other engagement by the Company that such Minority Investor is aware of; provided, however, that nothing in this Section 6.04 shall be construed so as to preclude the Minority Investor from investing in any publicly or privately held company provided that the Minority Investor’s beneficial ownership or rights to ownership of any class of such company’s securities does not exceed 2% of the outstanding securities of such class. (c) Such Minority Investor agrees that the covenants set forth in this Section 6.04 are reasonable covenants under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as such court shall deem necessary to cause the provisions hereof (as modified) to be valid and enforceable and to enforce the remainder of the covenants as so amended. Such Minority Investor agrees that any breach of any covenant contained in this Section 6.04 would irreparably injure the Company. Accordingly, such Minority Investor agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, shall be entitled to a sales presentation decree or order of specific performance and an injunction against such Minority Investor from any court having jurisdiction over the matter, restraining any further violation of this Section 6.04 without proof of actual damages. (d) The obligations in this Section 6.04 are in addition to the provisions of any employment agreement, non-competition agreement, non-solicitation agreement or similar offering agreement between the Minority Investor and the Company or any Affiliate of servicesthe Company in effect (such obligations, collectively with the obligations set forth in this Section 6.04, the “Protective Agreements”);. (iiie) Either individually If the Minority Investor breaches the noncompetition, nonsolicitation or on behalf confidentiality terms of the Protective Agreements, any repurchase, purchase or through other payment or delivery made pursuant to this Agreement during the two year period prior to the breach of the Protective Agreements shall be rescinded. The Company shall notify the Minority Investor in writing of any third partysuch rescission within 60 days of the date it acquires actual knowledge of such breach. Within 20 days after receiving such a notice from the Company, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant the Minority Investor shall pay to the Company Group to leave the service amount of any gain realized or payment received as a result of the Company Group for any reason repurchase, purchase or (B) employ, cause other payment or delivery pursuant to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Groupthis Agreement.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one twenty-four months commencing on the Closing Date (1) year following the termination of your employment hereunder for any reason or for no reason“Restricted Period”), you will not, without the prior written consent each member of the Company: (i) For yourself Management Group agrees that he or on behalf of any other person or entityshe shall not, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, (x) each member of the Management Group may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) member of the issued Management Group is not a controlling Person of, or a member of a group which controls, such Person and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business Person and (By) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to this Section 5.08 shall restrict any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business member of the Company Group, irrespective Management Group or any of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partytheir respective Affiliates from, directly or indirectly, solicitowning or operating a Permitted Gaming Business, divert including under any owner or appropriate or attempt to solicitoperator gaming licensing. (b) During the Restricted Period, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons each member of the Company Group, or any prospective customers or patrons with respect to which the Company Management Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third partyagrees that it will not, directly or indirectly, (A) solicit, entice hire or persuade or attempt to solicit, entice or persuade solicit any employees of or consultant to the Company Group to leave the service employee of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while encourage any such person employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is providing services not directed specifically to the Company Group; orany such employees. (ivc) Either individually or on behalf During the Restricted Period, each member of or through any third partythe Management Group agrees that it will not, directly or indirectly, interfere withsolicit or entice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Each member of the Management Group acknowledges that a breach or threatened breach of this Section 5.08 may give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such member of the Management Group of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Management Group acknowledges that the restrictions contained in this Section 5.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.08 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.08 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one five (15) year following years commencing on the termination Closing Date (the “Restricted Period”), neither Seller nor Parent shall, and shall not permit any of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entitytheir respective Subsidiaries to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller, Parent or any of their respective Subsidiaries may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller, Parent or any such business if Subsidiary is not a controlling Person of, or a member of a group that controls, such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (BPerson. For the avoidance of doubt, the provisions of this Section 5.02(a) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect shall not apply to any subsidiaryPerson or an Affiliate of any Person (other than Seller, division Parent or affiliate any of their respective Subsidiaries) that acquires Seller, Parent or unit (eachany of their respective Subsidiaries, a “Unit”) whether such acquisition is by purchase of all or substantially all of the assets of Seller, Parent or any of their respective Subsidiaries, or by merger or transfer of stock or other transaction resulting in the transfer of a Competitive Company if that Unit is not engaged in any business which is competitive with the business majority of the Company Groupcapital stock of Seller, irrespective Parent or any of whether some their respective Subsidiaries on a fully diluted basis; provided, however, that the provisions of this Section 5.02(a) shall apply to any Person surviving a direct merger to which Seller, Parent or any of their respective Subsidiaries are a party, but not to any Affiliate thereof (other Unit than Seller, Parent or any of such Competitive Company engages in such competition their respective Subsidiaries). (as long as you do b) During the Restricted Period, Seller and Parent shall not, and shall not engage in a Restricted Activity for such other Unit); permit any of their respective Subsidiaries to, directly or indirectly: (i) hire or solicit any employee of the Company; (ii) Either individually encourage any such employee to leave such employment; or on behalf (iii) hire any such employee who has left such employment; provided, however, that nothing in this Section 5.02(b) shall prevent Seller, Parent or any of their respective Affiliates from hiring (x) any employee whose employment has been terminated by the Company or through Buyer without cause or (y) after 180 days from the date of termination of employment, any third partyemployee whose employment has been terminated by the employee; provided, further, that neither (1) a general solicitation of employment in any newspaper, magazine, trade publication or other media not specifically targeted at any of the Company’s employees nor (2) a referral by a recruiter or employment agency that has not specifically targeted any of the Company’s employees (and has been instructed not to do so) shall not, alone, be considered a solicitation for purposes of this Section 5.02(b). (c) During the Restricted Period, Seller and Parent shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, solicit, divert solicit or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any Restricted Customer for purposes of diverting their business or services from the Company Group or in order to provide services or products competitive with the services or products offered by the Company. (d) Seller and Parent each acknowledges that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller or Parent of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller and Parent each acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for a. For a period of one five (15) year following years commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will each Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Sellers may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if no Seller is a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities directly or indirectly, own 5% or more of any class of securities of such business Person. b. During the Restricted Period, Sellers shall not, and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to shall not permit any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partytheir Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.02(b) shall prevent Sellers or any prospective customers or patrons with respect to which of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering been terminated by the employee. c. During the Restricted Period, Sellers shall not, and shall not permit any of services); (iii) Either individually or on behalf of or through any third partytheir Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. ▇. ▇▇▇▇▇▇▇ acknowledge that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by any Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). ▇. ▇▇▇▇▇▇▇ acknowledge that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one two (12) year following years commencing on the termination date of your employment hereunder for any reason Closing (the “Restricted Period”), each Non-Competing Persons shall not directly or for no reasonindirectly anywhere, you will not, without the prior written consent of the Company: (i) engage in or assist others in engaging in the Business; (ii) have an interest in any Person that engages directly or indirectly in the Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and any Person who is a customer or supplier of the Company as of the Closing Date or who, to the knowledge of the Non-Competing Persons, becomes a customer or supplier after the Closing Date. For yourself the avoidance of doubt, the foregoing covenant shall apply only in the Restricted Territory. Notwithstanding the foregoing, nothing in this Agreement shall prevent or on behalf of restrict any other person or entityNon-Competing Persons from: (i) owning, directly or indirectly, either solely as principalan investment, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedNon- Competing Persons is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one does not, directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and Person, (Bii) nothing contained herein will prohibit you from engaging engage in research, lecturing, or teaching at (x) an academic institution, (y) non- profit organization, or (z) any domestic or foreign government, (iii) own a passive equity interest in a private debt or equity investment fund in which Non-Competing Persons does not have the ability to control or exercise managerial influence over such fund or provide any consultations for such fund, or (iv) perform any services for Buyer or its Subsidiaries (including, after the Closing, the Company). (b) During the Restricted Activity for Period, each Non-Competing Persons shall not hire or with respect to directly or indirectly solicit any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business employee of the Company Groupor encourage any such employee to leave such employment, irrespective of whether some other Unit of except pursuant to a general solicitation which is not directed specifically to any such Competitive employees; provided, that nothing in this Section 5.8(b) shall prevent such Non-Competing Persons from hiring (i) any employee whose employment has been terminated by the Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); or Buyer, (ii) Either individually after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee, or on behalf (iii) any employee pursuant to general, public solicitations for employment, or using an employee recruiting or search firm to conduct a search, that does not specifically target employees or consultants of the Company or through any third partyits Subsidiaries. (c) During the Restricted Period, each Non-Competing Persons shall not, directly or indirectly, solicit, divert solicit or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any Person who is known to such Non-Competing Persons to be a client or customer of the Company Group for purposes of diverting their business or services from the Company. (d) Each Non-Competing Persons acknowledges that a breach or threatened breach of this Section 5.8 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by any Non-Competing Persons of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Non-Competing Persons acknowledges that the restrictions contained in this Section 5.8 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.8 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to the Company Group.48

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period equal to the later of one (1) year following the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself 24 months after the Closing Date, or on behalf (ii) 24 months after the date that such Person's and/or such Person's Affiliate’s employment with a Target Company or Affiliate of Buyer shall terminate (the "Restriction Period"), none of Seller, Pegasus, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ (all of the foregoing being the “Restricted Sellers”) shall, and none of the Restricted Sellers shall permit any other person or entityof their Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the a Target Company and its customers or suppliers. Notwithstanding the foregoing, each Restricted Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedRestricted Seller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restriction Period, Restricted Sellers shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, solicit, divert hire or appropriate solicit any employee of a Target Company or attempt encourage any such employee to solicit, divert leave such employment or appropriate, for the benefit of hire any Competitive Company, such employee who has left such employment except pursuant to a general solicitation which is not directed specifically to any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);such employees. (iiic) Either individually or on behalf During the Restriction Period, Restricted Sellers shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, (A) solicitsolicit or entice, entice or persuade or attempt to solicitsolicit or entice, entice any clients or persuade customers of a Target Company or potential clients or customers of a Target Company for purposes of diverting their business or services from the Target Company. (d) Each Shareholder and Seller agrees that it shall (i) maintain the strict confidence of, undertake all necessary steps to avoid divulging or disclosing, and preserve and protect the trade secrets, know-how, discoveries, concepts, ideas, market studies, business plans, products, services, costs, processes, techniques, protocols, plans for future development, market analyses, product uses, projects and plans, customer lists, information regarding Target Companies' financial status, customers, profits, profit margins, project costs, pricing information and any employees other information that may not be known generally or publicly outside of Target Companies (collectively, "Confidential Information") from disclosure to, or consultant to the Company Group to leave the service access or use by, any person or entity, including any competitor or potential competitor of the Company Group for any reason or Business, and (Bii) employ, cause not use the Confidential Information to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third partycompete, directly or indirectly, interfere withwith the Business, nor attempt to otherwise take commercial advantage of the Confidential Information. Each Shareholder and Seller acknowledges that the Confidential Information constitutes valuable, special and unique property of the business of the Target Companies being acquired by Buyer. Buyer has expressly or impliedly protected such information from unrestricted use by persons not associated with Buyer. Each Shareholder and Seller agrees to return and deliver to Buyer at Closing any and all papers, books, records, documents, memoranda and manuals, including all copies thereof, whether hard or digital copies, belonging or relating to the business of the Target Companies, or attempt containing any Confidential Information. (e) To the extent that a Shareholder or Seller or their respective Affiliates owns, acquires or controls any part of the Intellectual Property used by or relating to interfere withthe business of the Target Companies, or any rights therein, such party hereby irrevocably assigns, transfers, conveys and quitclaims all right, title and interest therein and thereto to Target Companies, and agrees to irrevocably assign, transfer, convey and quitclaim any and all future ownership and rights, title and interest therein and thereto to Target Companies. Furthermore, to the relations between extent that some or all of such Intellectual Property are determined not to constitute "works made for hire," as a matter of law, each Shareholder and Seller hereby irrevocably assigns, transfers, conveys and quitclaims to Target Companies, without any separate or additional remuneration or compensation, all right, title and interest in and to any such Intellectual Property, including, without limitation, any copyrights. (f) Seller and Shareholders acknowledge that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the Company Group event of a breach or a threatened breach by Seller or a Shareholder of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (g) Seller and Shareholders acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (h) The parties agree and acknowledge that no portion of the Purchase Price shall be allocated to the covenants set forth in this Section 5.07.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of four (4) years following the Closing (and in the case of Section 7.6(a)(v) indefinitely), or one (1) year following the termination of your employment hereunder for any reason or for no reasonwith the Company, you will whichever occurs later, each Member agrees that he shall not, without the prior written consent of the Companydirectly or indirectly through any Person or any Affiliate thereof, entity or contractual arrangement: (i) For yourself engage in the Business or on behalf of any other person or entitysegment thereof anywhere in the world (the “Restricted Territory”), directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or it being acknowledged by such Member the Group Companies engage in any other capacitythe Business throughout the Restricted Territory; (ii) acquire, own, manage, operate or operate, join, control, or be concernedparticipate in the ownership, connected management, operation or employed bycontrol of, consult with or perform services for, lend money or capital to, invest capital in, or otherwise associate be connected in any manner with, engage in including, without limitation, as a partner or have a financial interest through stock ownership in, any Competitive Company (each, a “Restricted Activity”), except business or Person that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, Business or any prospective customers or patrons with respect to which segment thereof anywhere in the Company Group has developed or made a sales presentation (or similar offering of services)Restricted Territory; (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice offer employment to or persuade hire any individual that is an employee or consultant of a Group Company or otherwise induce or attempt to solicit, entice induce (whether for their own account or persuade for the account of any employees of other Person) any individual that is an employee or consultant to the of a Group Company Group to leave the service employ of such Group Company; provided, however, that nothing in this Section 7.6(a)(iii) shall prohibit any such party from: (i) using general solicitations (including through search firms) not targeted at employees of the Company Group for Companies, or employing any reason person who responds to such solicitation; (ii) hiring, employing or discussing employment with any person who contacts such party independently without any solicitations by such party or (Biii) employ, cause to be employed, or solicit soliciting any person who has left the employment ofof the Group Companies at least twelve (12) months prior to such party soliciting such person; (iv) induce or attempt to induce any customer, supplier, licensee or other business relation of a Group Company to cease doing business with such Group Company or in any employee of or consultant to way interfere with the Company Group while relationship between any such person is providing services to customer, supplier, licensee or business relation and the Company GroupGroup Companies; or (ivv) Either individually disparage Parent or on behalf any of its Affiliates (including, after the Closing, the Group Companies) in any way that could adversely affect the goodwill, reputation or through business relationships of Parent or any third party, directly or indirectly, interfere withof its Affiliates with the public generally, or attempt with any of their customers, suppliers or employees. (b) Each Member acknowledges that if it breaches any obligation under this Section 7.6, Parent will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate, and Each Member therefore agrees that upon such breach or threatened breach, Parent shall be entitled to interfere withseek a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, barring the relations between other party from violating any such provision. This Section 7.6(b) shall not be construed as an election of any remedy, or as a waiver of any right available to Parent under this Agreement or the Company Group Law, including the right to seek damages for a breach. (c) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 7.6 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on any vendor or supplier Member’s conduct that are reasonable in light of the circumstances and as are necessary to assure to Parent the Company Groupbenefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 7.6 because taken together they are more extensive than necessary to assure to Parent the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one (1) year following commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Sellers shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory, (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant, or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, a Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities does not, directly or indirectly, own 5% or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Sellers shall not, and shall not permit any of or through any third partytheir Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.03(b) shall prevent Sellers or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer, or (ii) after 180 days from the date of termination of employment, any prospective customers or patrons with respect to which employee whose employment has been terminated by the Company Group has developed or made a sales presentation (or similar offering of services);employee. (iiic) Either individually or on behalf During the Restricted Period, Sellers shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledge that a breach or threatened breach of this Section 6.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Sellers of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Sellers acknowledge that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one three (13) year following years commencing on the termination Closing Date (the “Restricted Period”), each of your employment hereunder for any reason or for no reason, you will the Sellers shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacityrespect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, the Sellers may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business Person traded on any national securities exchange if such securities are publicly tradedSeller is not a controlling Person of, or a member of a group which controls, such Person and provided that your holdings do not exceed one percent (does not, directly or indirectly, own 1%) of the issued and outstanding securities % or more of any class of securities of such business Person. Buyer acknowledges and (B) nothing contained herein will prohibit you from engaging agrees that the involvement by one or more shareholders of Holding with Domino System A/S, in such shareholder’s capacity as a Restricted Activity for shareholder or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) member of a Competitive Company if that Unit the board of directors of Domino System A/S is not engaged in any business which is competitive with and will not be regarded as a breach of this non-competition covenant. (b) During the business Restricted Period, each of the Company GroupSellers shall not, irrespective and each shall not permit any of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, or except pursuant to a general solicitation which is not directed specifically to any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services);such employees. (iiic) Either individually or on behalf During the Restricted Period, each of or through the Sellers shall not, and each shall not permit any third partyof its Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledge that a breach or threatened breach of this Section 5.08 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.08 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.08and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder (a) Each Restricted Stockholder and for a period of one (1) year following the termination of your employment hereunder for any reason her, his or for no reasontheir Affiliates over which she, you will he or they has/have control shall not, without the prior written consent of the Company: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either for a period of [***] after the Closing Date, engage (whether as principalowner, partneremployee, stockholderoperator, officermanager, directorconsultant or otherwise) anywhere in the world in any business that competes with the Business as conducted by the Company as of the Closing Date. Notwithstanding the foregoing, member each Restricted Stockholder and her, his or their Affiliates shall not be prohibited by this Section 6.5(a) from (i) acquiring or owning less than five percent (5%) of the outstanding voting power of any publicly traded company on a passive basis; (ii) work for a Person (a) that is not primarily engaged in the Business and (b) for which the Business does not generate a significant portion of such ▇▇▇▇▇’▇ aggregate revenue; provided that (1) the Restricted Stockholder does not personally participate in the Business and (b) the services provided by the Restricted Stockholder to such Person do not primarily relate to or assist with the Business; or (iii) work as a professor of the for a college, university or other academic institution. (b) Each Restricted Stockholder and her, his or their Affiliates over which she, he or they has/have control shall not, nor shall she, he or they permit any of her, his or their Affiliates to, directly or indirectly, for a period of [***] after the Closing Date, (i) other than for the benefit of the Company or the Purchaser, divert or take away any business from or with, any customer, supplier, agent or distributor of the Company, or solicit, call upon, or attempt to induce any such customer, supplier, agent or distributor to terminate or adversely affect or materially reduce their business relationship with the Company, or (ii) contact, solicit or approach for the purpose of offering employment to, or hire (whether as an employee, consultant, agent, representative independent contractor or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest inotherwise), any Competitive employee employed or full-time consultant engaged by the Company during the [***] period preceding such contact, solicitation or approach (eachprovided, that the foregoing clause shall not prohibit each Restricted Stockholder or her, his or their Affiliates from making a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of general solicitation not targeting any such business if such securities are publicly tradedemployee or consultant). (c) Each Restricted Stockholder, for himself and provided on behalf of her, his or their Affiliates, agrees that your holdings do not exceed one percent (1%) the scope of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging restrictive provisions set forth in a Restricted Activity for or this Section 6.5 are reasonable with respect to subject matter, time and scope and that the provisions contained in this Section 6.5 are a material inducement to the Purchaser’s entering into this Agreement and but for the provisions contained in this Section 6.5, the Purchaser would not have entered into this Agreement. In the event that any subsidiarycourt determines that the subject matter, division duration or affiliate geographic scope, or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business all of the Company Groupforegoing, irrespective of whether some other Unit of is unreasonable and that such Competitive Company engages in such competition (as long as you do not engage in a provision is to that extent unenforceable, the Purchaser and each Restricted Activity Stockholder, for such other Unit); (ii) Either individually itself or himself and on behalf of each of her, his or through any third partytheir or its Affiliates, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, agree that the provision shall remain in full force and effect for the benefit greatest time period and for the broadest subject matter and in the greatest area, as the case may be, that would not render it unenforceable. It is specifically understood and agreed that any breach of the provisions of this Section 6.5 by each Restricted Stockholder or any of her, his or their Affiliates will result in irreparable injury to the Purchaser, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Purchaser shall be entitled to enforce the specific performance of this Section 6.5 by such Restricted Stockholder and her, his or their Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of the Purchaser’s right to damages and any and all other remedies available to the Purchaser, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies. Should a court of competent jurisdiction determine that Restricted Stockholder has breached Section 6.5(a) or 6.5(b) above, the term of the restrictions set forth in Section 6.5(a) or 6.5(b), as applicable, shall be tolled by the duration of such breach. For the avoidance of doubt, the parties hereto acknowledge and agree that the restrictions set forth in this Section 6.5 are independent of and in addition to any restrictions set forth in the Signing Consultant Documents and/or any other Contract between the Purchaser or any of its Affiliates (including the Company), on the one hand, and any Restricted Stockholder, on the other hand (including the remainder of this Agreement). Each Restricted Stockholder acknowledges and agrees that she, he or they has/have received, or is receiving, substantial consideration in connection with the Transactions. No breach by Purchaser or any of its Affiliates of any Competitive Company, contractual or other obligations it or they have to any customers or patrons of the Company GroupStockholder shall constitute a defense, or any prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment limitation of, the enforcement of this Section 6.5 against such Stockholder. The prevailing party in any employee Proceeding to enforce this Section 6.5, in addition to all other remedies available at law, in equity, and under contract, shall be entitled to an award against the other party to cover the costs of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third partyProceeding, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group including reasonable attorneys’ fees and any vendor or supplier to the Company Groupexpenses.

Non-Competition; Non-Solicitation. While you are employed hereunder and for 6.6.1 For a period (such applicable period, the “Restricted Period”) commencing on the Closing Date and ending on the fifth (5th) anniversary of one (1) year following the termination of your employment hereunder for any reason or for no reasonClosing Date, you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entitySeller’s Affiliates to, directly or indirectly, either within the Territory, (a) engage in or assist others in engaging in the Competitive Business; (b) have an interest in any Person that engages directly or indirectly in the Competitive Business in any capacity, including as principal, a partner, stockholderequityholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (c) solicit, cause, induce or encourage any material actual or prospective client, customer, supplier, manufacturer or licensor of the Company in the Competitive Business (including any existing or former client or customer of the Company or of Seller (relating solely to the Business) as predecessor to the Company), or any other capacityPerson who has a material business relationship with the Company with respect to the Competitive Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may (i) own the Class B Common Units in the Company that it will own immediately following the Closing, and (ii) own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging Person, so long as Seller has no active participation in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of such Person. 6.6.2 During the Company GroupRestricted Period, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third partySeller shall not, directly or indirectly, solicitwithin the Territory, divert (i) hire or appropriate solicit any Person who is or attempt to solicit, divert or appropriatewas in the last twelve (12) months employed by the Company (including, for the benefit avoidance of any Competitive doubt, prior employees of Seller, as predecessor to the Company, working in connection with the Business) or encourage any customers such employee to leave such employment, (ii) engage or patrons of solicit any Person who is or was in the last twelve (12) months engaged as a consultant by the Company Group(including, for the avoidance of doubt, a consultant of Seller, as predecessor to the Company, engaged in connection with the Business), where such actions would reasonably be expected to cause such consultant to cease, terminate, or any prospective customers materially adversely change its relationship with the Company, or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); (iii) Either individually make statements or on behalf of representations, or through any third partyotherwise communicate, directly or indirectly, (A) solicitin writing, entice orally or persuade or attempt to solicitotherwise, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to that would reasonably be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third partyexpected to, directly or indirectly, interfere withdisparage the Company or any of its Affiliates or any of its officers, directors, managers, members, partners, employees, advisors or businesses, or attempt its or their reputations, except in the course of such Person’s employment or engagement with the Company or any Affiliate thereof; provided that these limitations shall not be violated by truthful statements in connection with any legal or administrative proceeding, response to interfere withlegal process, governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, pleadings, depositions or other discovery in connection with such proceedings). Notwithstanding the foregoing, the relations between solicitation restrictions in this Section 6.6.2 shall not be violated by general advertising or general solicitation not specifically targeted at the Company Group Company’s employees, consultants, or independent contractors. 6.6.3 Seller acknowledges that a breach or threatened breach of Section 6.5 or this Section 6.6 would give rise to irreparable harm to the Investors, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the Investors shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor or supplier other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Further, Seller acknowledges that the Investors’ damages shall not be limited to the Company Groupamount of the Purchase Price that is allocated to the covenants set forth in Section 6.5 or this Section 6.6 pursuant to Section 8.5. 6.6.4 Seller acknowledges that the restrictions contained in Section 6.5 and this Section 6.6 are reasonable and necessary to protect the legitimate interests of the Investors and constitute a material inducement to the Investors to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in Section 6.5 or this Section 6.6 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in Section 6.5 and this Section 6.6 and each provision thereof and hereof are severable and distinct covenants and provisions. Notwithstanding anything herein, in the event of any breach by Seller of the covenants set forth in this Section 6.6 the Restricted Period shall be extended by the period of the duration of such breach. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one (1) year following commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the "Restricted Period"), you will ▇▇▇▇▇▇▇ shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityhis Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one directly or indirectly, own five percent (15%) of the issued and outstanding securities or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, ▇▇▇▇▇▇▇ shall not, and shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.06(b) shall prevent ▇▇▇▇▇▇▇ or any prospective customers or patrons with respect to which of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, ▇▇▇▇▇▇▇ shall not, and shall not permit any of or through any third partyhis Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) ▇▇▇▇▇▇▇ acknowledges that a breach or threatened breach of this Section 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by ▇▇▇▇▇▇▇ of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) ▇▇▇▇▇▇▇ acknowledges that the restrictions contained in this Section 6.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.06 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) For the avoidance of doubt, neither ▇▇▇▇▇▇▇▇▇ nor Pierre, nor any of their respect Affiliates (with the exception of the Company Groupand ▇▇▇▇▇▇▇), shall be subject to the restrictions under this Section 6.06.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one sixty (160) year following months commencing on the termination of your employment hereunder for any reason or for no reasonClosing Date (the “Restricted Period”), you will Seller shall not, without the prior written consent and shall not permit any of the Company: (i) For yourself or on behalf of any other person or entityits Affiliates to, directly or indirectly, either (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as principal, a partner, stockholdershareholder, officermember, director, member employee, consultantprincipal, agent, representative trustee or consultant; or (iii) intentionally interfere in any other capacitymaterial respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, managedirectly or indirectly, operate or controlsolely as an investment, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such business if such securities are publicly tradedPerson and does not, and provided that your holdings do not exceed one percent (1directly or indirectly, own [5%) of the issued and outstanding securities ] or more of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit);Person. (iib) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, solicit, divert hire or appropriate or attempt to solicit, divert or appropriate, for the benefit of solicit any Competitive Company, any customers or patrons employee of the Company Groupor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Seller or any prospective customers or patrons with respect to which of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) after [180] days from the date of termination of employment, any employee whose employment has developed or made a sales presentation (or similar offering of services);been terminated by the employee. (iiic) Either individually or on behalf During the Restricted Period, Seller shall not, and shall not permit any of or through any third partyits Affiliates to, directly or indirectly, (A) solicit, entice solicit or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere withentice, or attempt to interfere withsolicit or entice, the relations between any clients or customers of the Company Group or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any vendor other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or supplier service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the Company Groupmaximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for (a) For a period of one four (14) year years following the termination Closing (and in the case of your Section 7.6(a)(v) indefinitely), or during the Members’ term of employment hereunder for any reason with the Company, whichever is greater, each Member agrees that he or for no reason, you will she shall not, without the prior written consent of the Companydirectly or indirectly through any Person or any Affiliate thereof, entity or contractual arrangement: (i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in the Business or have a financial interest in, any Competitive Company segment thereof anywhere in the United States of America (each, a the “Restricted ActivityTerritory”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually acquire, own, manage, operate, join, control, or on behalf of participate in the ownership, management, operation or control of, consult with or perform services for, lend money or capital to, invest capital in, or be connected in any manner with, including, without limitation, as a partner or through any third party, directly stock or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the benefit of any Competitive Companyequity ownership in, any customers business or patrons of Person that engages in the Company Group, Business or any prospective customers or patrons with respect to which segment thereof anywhere in the Company Group has developed or made a sales presentation (or similar offering of services)Restricted Territory; (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice offer employment to or persuade hire any individual that is an employee or consultant of the Company or otherwise induce or attempt to solicit, entice induce (whether for their own account or persuade for the account of any employees of other Person) any individual that is an employee or consultant to of the Company Group to leave the service employ of the Company; provided, however, that nothing in this Section 7.6(a)(ii) shall prohibit any such party from: (i) using general solicitations (including through search firms) not targeted at employees of the Company, or employing any person who responds to such solicitation; (ii) hiring, employing or discussing employment with any person who contacts such party independently without any solicitations by such party or (iii) soliciting any person who has left the employment of the Company Group for at least twelve (12) months prior to such party soliciting such person; (iv) induce or attempt to induce any reason customer, supplier, licensee or (B) employ, cause to be employed, or solicit the employment of, any employee other business relation of or consultant to the Company Group while to cease doing business with the Company or in any way interfere with the relationship between any such person is providing services to customer, supplier, licensee or business relation and the Company GroupCompany; or (ivv) Either individually disparage Buyer or on behalf any of its Affiliates (including, after the Closing, the Company) in any way that could adversely affect the goodwill, reputation or through business relationships of Buyer or any third party, directly or indirectly, interfere withof its Affiliates with the public generally, or attempt with any of their customers, suppliers or employees. (b) Each Member acknowledges that if it breaches any obligation under this Section 7.6, Buyer will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate, and each Member therefore agrees that upon such breach or threatened breach, Buyer shall be entitled to interfere withseek a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, barring the relations between other party from violating any such provision. This Section 7.6(b) shall not be construed as an election of any remedy, or as a waiver of any right available to Buyer under this Agreement or the Company Group Law, including the right to seek damages for a breach. (c) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 7.6 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on any vendor or supplier Member’s conduct that are reasonable in light of the circumstances and as are necessary to assure to Buyer the Company Groupbenefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 7.6 because taken together they are more extensive than necessary to assure to Buyer the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.