Common use of Non-Competition Clause in Contracts

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive. (a) As The term of Non-Competition (herein so called) shall be for a condition term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason. (b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its ownership affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of a Membership Interest in the Company, each with respect to any products of the Initial Subscribers acknowledges and agrees Company that it will have access to and become familiar with certain confidential information and trade secrets relating were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the Company's operations, customers, and other information, and that much termination of the information that the Initial Subscribers will be exposed to constitute trade secrets of Executive's employment with the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of any capacity which would (i) five (5) years from utilize the date Executive's services with respect to such business within any state of signing the United States, or any substantially comparable political subdivision of this Subscription Agreementany other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) two (2) years after utilize the Executive's services in selling any products similar to such time as any Initial Subscriber shall have transferred or sold such portion products of its Membership Interest in the Company so as to result in total ownership any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a two percent Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause. (2%c) equity interest in During the Companyterm of Non-Competition, Executive will not, and resigned from the management will not permit any of the Company, each of the Initial Subscribers agree that it will nothis affiliates to, directly or indirectly, whether voluntarily recruit or involuntarilyotherwise solicit or induce any employee, engage in any business activity within customer, subscriber or supplier of the United States that is in competition Company to terminate its employment or is reasonably expected to be in competition arrangement with the Company, otherwise change its relationship with the Company or which performs services establish any relationship with the Executive or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by any of his affiliates for any business purpose deemed competitive with the business of the Company. (bd) Since The Executive acknowledges that the damages geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates. (e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the Company resulting from a breach invalid provisions. If any court construes any of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofSection 10, or otherwiseany part thereof, then to be unreasonable because of the Court making duration or scope of such determination provision, such court shall have the right power to reduce the duration or scope of such extentprovision and to enforce such provision as so reduced. (f) As used in this Section 10, duration, geographical scope "Company" shall include Atrium Corporation and any of its direct or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyindirect subsidiaries.

Non-Competition. (a) As a condition CCI acknowledges that as the Parent of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that uBid it will have access has become privy to and become familiar with certain confidential information and trade secrets relating of uBid and further acknowledges that it will derive substantial benefits from the consummation of the transactions contemplated by this Agreement and that purchasers of Common Stock of uBid in the IPO will be making substantial investments in reliance upon the agreement contained in this Section 6.3 that the knowledge and expertise developed by uBid and available to CCI will be preserved and will not be used in competition with uBid. CCI hereby agrees that it is reasonable and necessary for the Company's operations, customersprotection of uBid that it agree, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and accordingly CCI hereby does agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementthat, for a period equal to the greater of (i) five (5) years nine months from the date of signing of this Subscription Agreement; Distribution Date (the "Noncompetition Period"), CCI will not directly or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest indirectly engage in the Company so Internet online auction business in substantially the same manner and format as to result in total ownership conducted by uBid on the date hereof (the "uBid Business") or become a stockholder, partner or owner of less than a two percent (2%) equity interest any other person, corporation, firm or business that is engaged in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyuBid Business. (b) Since The invalidity or non-enforceability of this Section 6.3 in any respect shall not affect the damages validity or enforceability of this Section 6.3 in any other respect or of any other provisions of this Agreement. In the event that any provision of this Section 6.3 shall be held invalid or unenforceable by a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof, such invalidity or unenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and, to the fullest extent permitted by law, this Agreement shall be construed as if the geographic or business scope or the duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable. (c) CCI acknowledges that the Company resulting from a would suffer irreparable harm if CCI were to breach the provisions of these provisions could not adequately this Section 6.3 and that the Company's remedy at law for any such breach is and will be compensated by money damages, insufficient and inadequate and that the Company shall be entitled toto equitable relief, including by way of temporary and permanent injunction, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect remedies the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall may have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyat law.

Non-Competition. (a) As a condition of In the event that Executive's employment under this Agreement shall terminate during its ownership of a Membership Interest in the Companyterm, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant period of time with respect to this Subscription Agreement, for a period equal which Executive is entitled to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years receive compensation hereunder after such time as any Initial Subscriber termination, Executive shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily own, operate, be employed by, be a director of, act as a consultant for, be associated with, or involuntarilybe a partner or have a proprietary interest in, engage any enterprise, partnership, association, corporation, joint venture or other entity, which is competitive with the medical practice management services business of MedPartners, or any subsidiary or affiliate thereof, in any county in a state where MedPartners or its subsidiaries or affiliates are conducting such business activity within at the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those time of such termination; provided, soldhowever, or contemplated to that if such termination shall occur as a result of a Change in Control, this Section 12 shall be provided or sold, by the Companyvoid and shall be of no further force and effect. (b) Since The parties have entered into this Section 12 of this Agreement in good faith and for the damages reasons set forth in the recitals hereto and assume that this Agreement is legally binding. If, for any reason, this Section 12 is not binding because of its geographical scope or because of its term, then the parties agree that this Agreement shall be deemed effective to the Company resulting from widest geographical area and/or the longest period of time (but not in excess of one year) as may be legally enforceable. (c) Executive acknowledges that the rights and privileges granted to MedPartners in this Section 12 are of special and unique character, which gives them a peculiar value, the loss of which may not be reasonably or adequately compensated for by damages in an action of law, and that a breach thereof by Executive of this Section 12 will cause MedPartners great and irreparable injury and damage. Accordingly, Executive hereby agrees that MedPartners shall be entitled to remedies of injunction, specific performance or other equitable relief to prevent a breach of these provisions could this Section 12 of this Agreement by Executive. This provision shall not adequately be compensated by money damages, the Company shall be entitled to, in addition to construed as a waiver of any other right rights or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, remedies MedPartners may have for damages or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in The Employee agrees that from and after the Company, each date hereof and ending on the third anniversary of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much termination date of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it Employee’s employment hereunder he will not, directly or indirectly, whether voluntarily or involuntarily, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business activity within (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company )) which is competitive in any respect with any of the United States that businesses of the Company and its subsidiaries as conducted as of the date the Employee’s employment is terminated hereunder or which is, directly or indirectly, engaged in competition the design, development, production, marketing or is reasonably expected to be in competition with distribution of products of the nature designed, developed, produced marketed or distributed by the Company or which performs services or sells goods which are similar any of its subsidiaries as of the date of the Employee’s employment is terminated hereunder. In the event that this agreement is assigned to those provided, sold, or contemplated to be provided or sold, by any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. (b) Since If any of the damages foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company resulting from seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. (c) It is agreed that it would be impossible to fully compensate the Company for damages for breach of these provisions could not adequately be compensated by money damagesthe obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the company and any of its affiliates or successors shall be entitled to, in addition to any other right or remedy available temporary and permanent injunctive relief to it, an injunction restraining enforce such breach or threatened breach, obligations and in any case no bond or other security shall that such relief may be required in connection therewith except as required by law. The Initial Subscribers agree that granted without the provisions necessity of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyproving actual damages.

Non-Competition. Except in accordance with the terms and conditions of the Transaction Documents and subject to applicable Law, for a period commencing on the Closing Date and ending on the third (3rd) anniversary of the Effective Date (the “Restricted Period”), Seller shall not, and shall cause its Affiliates not to, manufacture, market, exploit, promote, sell or distribute any pharmaceutical product for which tapentadol is the primary ingredient (such activities, “Competitive Activity”); provided, however, that notwithstanding the foregoing, this Section 6.27 shall not restrict Seller or its Affiliates from (a) As acquiring (including by merger or consolidation) a condition Person or substantially all of its ownership the assets of a Membership Interest Person engaged in Competitive Activity, provided that such Person’s Competitive Activity represents less than 25% of such Person’s total assets or gross sales, (b) continuing the operation of a Person or assets acquired pursuant to clause (a) above and (c) beneficially owning up to 10%, on a fully-diluted basis, of the total equity interests outstanding of any Person engaged in Competitive Activity. Seller acknowledges that (i) the agreements set forth in this Section 6.27 (the “Restrictive Covenants”) impose a reasonable restraint in light of the activities and business of Seller and its Affiliates as of the Effective Date and the current business of Purchaser, Seller and their respective Affiliates and (ii) monetary damages would not be an adequate remedy for any breach of the Restrictive Covenants and that Purchaser shall therefore be entitled to specific performance of the Restrictive Covenants (but subject to Section 10.14) to prevent any violations thereof. In addition, during the Restricted Period, Seller and its Affiliates will not facilitate or assist any third party in the Company, each filing of an abbreviated new drug application with respect to the Initial Subscribers Products. Purchaser acknowledges and agrees that it will have access notwithstanding the foregoing, the Restrictive Covenants shall not apply to and become familiar with certain confidential information and trade secrets relating any Person who succeeds (by purchase, merger, consolidation, change of control, operation of Law or otherwise) to the Company's operationsall, customers, and other information, and that much substantially all or a majority of the information capital stock, assets or business of Seller or its Affiliates that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree may already manufacture, develop, distribute, market, use or sell a product that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notmay compete, directly or indirectly, whether voluntarily or involuntarilywith any of the Products. For the avoidance of doubt, engage in any business activity within the United States Parties agree that is in competition or is reasonably expected to no portion of the Purchase Price shall be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages allocated to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained covenants set forth in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebySection 6.27.

Non-Competition. (a) As a condition Executive recognizes that his duties will entail the receipt of its ownership of a Membership Interest Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company, each of the Initial Subscribers acknowledges Company at substantial cost and agrees that it will have access to constitute valuable and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets unique property of the Company. The Initial Subscribers understand Accordingly, the Executive acknowledges that protection of Trade Secrets and agree that Confidential Information is a legitimate business interest. Executive agrees not to compete with the Company has during the Employment Term and for a legitimate interest in assuring that such confidential information reasonable and trade secrets are not used by any of limited period thereafter. Therefore, during the Initial Subscribers in a manner that would be disadvantageous to Employment Term and during the Company. As a resultapplicable Continuation Period thereafter (or, in exchange the event of as termination for Cause by the consideration provided pursuant to this Subscription AgreementCompany or without Good Reason by the Executive, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage Competing Business in any business activity within manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the United States that is Executive shall breach the covenants contained in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesthis Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled toto at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other right provision of this Agreement or remedy available to it, an injunction restraining such breach or threatened breachany other agreement between the Company and Executive, and in that the existence of any case no bond claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other security agreement, shall be required in connection therewith except as required not constitute a defense to the enforcement by lawthe Company of such covenants. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable subsection (d) shall not be applicable to protect Executive if Executive is terminated from employment without Cause or the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.Executive resigns from employment for Good Reason

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that While employed by the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of One (i1) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber year thereafter, Executive shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, engage in, operate, have any investment or interest or otherwise participate in any manner (whether voluntarily as an employee, officer, director, partner, agent, security holder, creditor, consultant or involuntarilyotherwise) in any Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such company. For purposes of this Agreement, the term “Competing Business” means any corporation, company, partnership, sole proprietorship, business, or other person or entity that is engaged in the design, development of energy resources and or the production of electrical energy. Executive has carefully read and considered the provisions of Sections 10 and 12 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees, for the protection of the business of the Company. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 12. It is the belief of the parties, therefore, that the best protection that can be given to the Company that does not in any way infringe upon the rights of Executive to engage in any business activity within unrelated businesses is to provide for the United States that is in competition or is reasonably expected to be in competition with restrictions described above. In view of the Company or substantial harm which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting would result from a breach by Executive of these provisions could not adequately be compensated by money damagesSections 10 or 12, the Company parties agree that the restrictions contained therein shall be entitled to, in addition enforced to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required the maximum extent permitted by law. The Initial Subscribers In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph covenant shall be deemed invalid, illegal or unenforceable as fully enforceable as if it had been set forth herein by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyparties.

Non-Competition. (a) As In consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a condition competitor of its ownership of a Membership Interest in the Company, each Executive agrees that during her employment and for an additional period of twelve (12) months immediately following the termination of her employment (for whatever reason) (the “Noncompetition Term”), she shall not directly or indirectly enter into or attempt to enter into the Restricted Business in the United States or Canada. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the Initial Subscribers acknowledges provisions of this Section 9 are reasonable and agrees that it will have access are no broader than are necessary to and become familiar with certain confidential information and trade secrets relating to protect the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets legitimate business interests of the Company. The Initial Subscribers understand This noncompetition provision shall survive the termination of Executive’s employment (for any reason) and agree can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company has would not employ her or provide her with access to its Confidential Information but for her covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a legitimate interest in assuring that such confidential information and trade secrets are not used by court should decline to enforce any terms of any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing provisions of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Section 9, that Section 9 shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected be deemed to be in modified or reformed to restrict Executive’s competition with the Company or to the maximum extent, as to time, geography and business scope, which performs services or sells goods which are similar to those the court shall find enforceable; provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled tohowever, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security event shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall Section 9 be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebymore restrictive to Executive than those contained herein.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that While employed by the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of One (i1) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber year thereafter, Executive shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, engage in, operate, have any investment or interest or otherwise participate in any manner (whether voluntarily as an employee, officer, director, partner, agent, security holder, creditor, consultant or involuntarilyotherwise) in any Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such company. For purposes of this Agreement, the term “Competing Business” means any corporation, company, partnership, sole proprietorship, business, or other person or entity that is engaged in the design, development of energy resources and or the production of electrical energy. Executive has carefully read and considered the provisions of Sections 9 and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees, for the protection of the business of the Company. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 11. It is the belief of the parties, therefore, that the best protection that can be given to the Company that does not in any way infringe upon the rights of Executive to engage in any business activity within unrelated businesses is to provide for the United States that is in competition or is reasonably expected to be in competition with restrictions described above. In view of the Company or substantial harm which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting would result from a breach by Executive of these provisions could not adequately be compensated by money damagesSections 9 or 11, the Company parties agree that the restrictions contained therein shall be entitled to, in addition enforced to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required the maximum extent permitted by law. The Initial Subscribers In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph covenant shall be deemed invalid, illegal or unenforceable as fully enforceable as if it had been set forth herein by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyparties.

Non-Competition. (a) As a condition Such Restricted Party agrees that such Restricted Party shall not, at any time during the period of time during which such Restricted Party is providing services to the Facility and continuing during the Restricted Period, on such Restricted Party’s own behalf or on behalf of any other Person (other than Holdco Group), directly or indirectly (including through another Person, including its ownership of a Membership Interest Family Group or any Affiliate) enter into or attempt to enter into any Restricted Business or own voting equity in, or form or operate as an owner, equity holder, interest holder, stockholder, officer, director, member, manager, partner, co-venturer, any business engaged in the Company, each of the Initial Subscribers activities relating to any Restricted Business. (b) Such Restricted Party acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsthat, customersfor purposes of this Agreement, and other informationindirect acts by such Restricted Party shall include, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used without limitation, an act by any of the Initial Subscribers in a manner Person directly or indirectly controlled by such Restricted Party. (c) Such Restricted Party acknowledges that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date confidential and propriety information and the goodwill associated with the Business and its customers, suppliers, vendors and employees is an integral component of signing the value of the Business being acquired by Holdco in this Agreement and Braves in the Merger Agreement and that the obligations of such Restricted Party under this Agreement are a material inducement to Holdco’s execution and performance of this Subscription Agreement and Braves’ execution and performance of the Merger Agreement; or , (ii) two (2) years after at the time that these restrictive covenants are made, to the extent applicable to such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in Restricted Party, the Company so limitations as to result time, geographic scope and activity to be restrained, as described in total ownership this Section 2 are reasonable and do not impose a greater restraint than necessary to protect Holdco’s and Braves’ legitimate business interests and the value to Holdco and Braves of less than the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the Confidential Information, the relationships with employees and customers, and/or the goodwill and business productivity of the Business, (iii) such Restricted Party has carefully read this Agreement and has given careful consideration to the restraints imposed upon such Restricted Party by this Agreement and consents to the terms of such restrictive covenants and (iv) the restrictions set forth in this Agreement are fair and reasonable in light of the nature of the operations of the Business and geographic scope, which reasonably correlates to the Restricted Area. (d) Notwithstanding anything to the contrary in this Section 2, (a) the Restricted Parties may own or hold, solely as passive investments, securities of a two publicly traded corporation involved in a Restricted Business; provided that, for each such investment, (i) the aggregate securities held by the Restricted Parties do not exceed three percent (23%) equity interest in of the Companyoutstanding securities of such Restricted Business, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not(ii) no Restricted Party, directly or indirectly, whether voluntarily participates in, or involuntarilyattempts to influence, engage the management, direction or policies of such Restricted Business (other than through the exercise of any voting rights held by such Restricted Party in any business activity connection with such securities), (b) if the Restricted Party retains ownership in the Company following the Merger, the Restricted Party shall remain subject to the terms and conditions of the Operating Agreement of the Company, and (c) the Restricted Party may provide services for a Restricted Business within the United States that is Restricted Territory so long as the Restricted Party does not own or hold any securities in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companysuch Restricted Business. (be) Since the damages Notwithstanding anything to the Company resulting from contrary in this Section 2, a breach Restricted Party who is a licensed physician by ‎the applicable state medical board in which such Restricted Party practices or in which such Facility is located may, at all times:‎ (i) have access to medical records of these provisions could not adequately the physician's patients upon authorization of the ‎pertinent patient and any copies of medical records to the extent permitted by applicable ‎state and federal Legal Requirements upon payment of a reasonable fee when permitted by applicable ‎Legal Requirements, which access will be compensated by money damages, in the Company shall be entitled to, format in addition which those records are normally maintained; and (ii) provide continuing care and treatment to any other right or remedy available to it, patients during the course of an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.acute illness.‎

Non-Competition. (a) As a condition of its ownership of a Membership Interest in During the Companythree-year period commencing on the Effective Date and, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsif longer, customerswhile employed by Furniture Brands, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to of one year after termination of employment, Executive shall not, without the greater prior written consent of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notFurniture Brands, directly or indirectly, whether voluntarily own, control, finance, manage, operate, join or involuntarilyparticipate in the ownership, engage control, financing, management or operation of, or be connected as an employee, consultant or in any other capacity with, any business activity within engaged in the manufacture or distribution of residential furniture in the United States that States. Nothing in this Section 6 shall, however, restrict Executive from making investments in other ventures which are not competitive with Furniture Brands, or restrict Executive from owning less than one percent (1%) of the outstanding securities of companies listed on a national stock exchange or actively traded in the "over-the-counter" market. In addition, if the Employment Period is terminated by Furniture Brands (other than for Cause) and the Executive elects to forego the payments called for in competition or is reasonably expected Sections 4 and 5 hereof, the provisions of this Section 6 shall not apply. Should any of the terms of this Section 6 be found to be unenforceable because they are over- broad in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to any respects then they shall be provided or sold, by the Company. (b) Since the damages deemed amended to the Company resulting from a breach extent, and only to the extent, necessary to render them enforceable. Both parties stipulate that money damages would be inadequate to compensate for any breaches of these provisions could not adequately be compensated by money damagesthe terms of this Section 6, the Company and that such terms shall be entitled toenforceable through appropriate equitable relief, without the necessity of proving actual damages and to an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other right or remedy available rights and remedies to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall which Furniture Brands may be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyentitled.

Non-Competition. The Seller and the Equity Holders are familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) As a condition of its ownership of a Membership Interest in inventions, technology and research and development related to the CompanyBusiness, each of (b) customers and clients and customer and client lists related to the Initial Subscribers Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. The Seller and the Equity Holders acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment the Equity Holders and the Seller expressly acknowledges that he or it will have access derives a substantial and direct benefit), and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), the Seller and become familiar with certain confidential information the Equity Holders hereby agrees that during the period commencing on the Closing Date and trade secrets relating to ending on the Company's third (3rd) anniversary of the Closing Date (the “Non-Competition Period”), such Party shall not acquire or hold any economic or financial interest in, act as a partner, member, stockholder, or representative of, render any services to, or otherwise operate or hold an interest in any Person (other than the Seller, Restaurant Coverage Associates, Inc., Risk Control Associates, Inc. and RCA of New England, Inc.) having any location in any county in which the Business or the Buyer conducts operations, customerswhich entity, and enterprise or other informationPerson primarily engages in, and directly or indirectly, any business that much of competes with the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; Business or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest operates in the Company so as industry; provided, however, that nothing contained herein shall be construed to result in total ownership prohibit any such Party from purchasing up to an aggregate of less than a two percent (2%) of any class of the outstanding voting securities of any other Person whose securities are listed on a national securities exchange (but only if such investment is held on a purely passive basis). Notwithstanding the forgoing, no Equity Holder shall be required to divest their equity interest in the any currently owned investment including but not limited to First Jersey Casualty Insurance Company, and resigned from the management of the CompanyBorges, each of the Initial Subscribers agree that it will notHanlon, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyH▇▇▇▇ & G▇▇▇▇▇ and/or other RCA related Affiliates. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition. (a) As For a condition period of its ownership of a Membership Interest in four (4) years following the CompanyClosing (the “Restricted Period”), each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Seller shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily engage in, own, manage, operate, join, control, lend money or involuntarilyother assistance to, engage or participate in or be connected with, as an officer, director, employee, partner, shareholder, consultant, manager, agent or otherwise, any individual, corporation, partnership, firm, other company, business activity within organization, activity, entity or Person that provides and/or markets any of the same or similar services as those the Company provides and/or markets in connection with the Business as of the date of the Closing or those which the Company provided, and/or marketed in connection with the Business at any time during the twelve (12) month period immediately preceding the date of the Closing. The geographic scope for the restriction set forth in this Section 7.02 shall be the United States that States, which geographic scope Sellers represent is in competition or is reasonably expected to be in competition coextensive with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by geographic scope of the Company’s Business. (b) Since Each Seller hereby acknowledges and agrees that the damages restrictive period of time, geographic scope and scope of restricted activity specified herein are reasonable and necessary in view of the transactions contemplated by this Agreement and the nature of the business in which the Company was engaged or is engaged as of Closing and in which Purchaser is, or shall be, engaged. Each of Sellers further acknowledge and agree that the restrictions set forth in this Section 7.02 are reasonable and necessary to protect Purchaser’s investment under this Agreement and to safeguard the value and goodwill associated with the Shares. Each of Sellers acknowledge and agree that Purchaser would not have entered into this Agreement but for each of Sellers’ agreements and obligations pursuant to this Section 7.02. If the scope of any stated restriction is too broad to permit enforcement of such restriction(s) to its full extent, then the Parties agree that such restriction shall be enforced and/or modified to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required maximum extent permitted by law. The Initial Subscribers Parties agree that in the provisions event of a breach of this paragraph are necessary and reasonable to protect Section 7.02, the Company in the conduct of its business. If any restriction contained in this paragraph Restricted Period shall be deemed invalid, illegal or unenforceable extended with respect to the breaching party by reason the period of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebybreach.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each In furtherance of the Initial Subscribers acknowledges sale of the Acquired Business to Buyer hereunder by virtue of the Contemplated Transactions and agrees that it will have access more effectively to protect the value and become familiar goodwill of the Acquired Business so sold, Sellers covenant and agree that, except with certain confidential information and trade secrets relating respect to the Company's operations, customers, continued operation and other information, and that much sale of the information assets of Sellers that are not Acquired Assets (including the Initial Subscribers will be exposed to constitute trade secrets continued operation and sale of the Company. The Initial Subscribers understand Excluded Subsidiaries and agree that the Company has a legitimate interest in assuring that such confidential information continued operation and trade secrets are not used by any sale of the Initial Subscribers in a manner that would be disadvantageous services pursuant to the Company. As a resultTransition Supply Agreement), in exchange for the consideration provided pursuant to this Subscription AgreementSellers shall not, for a period equal to the greater of three (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (23) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent Closing Date, (2%a) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within which is in direct competition with the Acquired Business (as conducted as of the date hereof) in the United States that is or Canada, (b) solicit, induce or attempt to persuade any of the current customers of the Business in competition the United States and Canada or is reasonably expected any Transferred Employees or agents of the Acquired Business to be terminate such business, employment or agency relationship in order to enter into any such relationship in the United States or Canada for, with or on behalf of Sellers or any Affiliate or to otherwise engage in activities in direct competition with the Company Business or which performs services (c) divulge or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach make use of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond trade secrets or other security shall be required in connection therewith except as required by lawconfidential information of the Acquired Business (other than to disclose such secrets and information to Buyer and its Affiliates). The Initial Subscribers agree In the event that the provisions of this paragraph are necessary and reasonable Section 5.9 should ever be deemed to protect exceed the Company time or geographic limitations or any other limitations permitted by Applicable Law in the conduct of its business. If any restriction contained in this paragraph jurisdiction, then such provisions shall be deemed invalidreformed in such jurisdiction to the maximum permitted by Applicable Law. In the event any Seller violates any of its obligations under this Section 5.9, illegal Buyer may proceed against it in law or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making in equity for such determination shall have the right to reduce such extent, duration, geographical scope damages or other provisions hereofrelief as a court may deem appropriate. Sellers acknowledge that a violation of this Section 5.9 may cause Buyer irreparable harm that may not be adequately compensated for by money damages. Notwithstanding anything to the contrary, and, nothing in its reduced form, such restriction this Agreement shall then be enforceable in deemed to limit the manner contemplated herebyactivities of the Excluded Subsidiaries to the extent the Excluded Subsidiaries are not using the Acquired Assets or subject to the Intangible Property License Agreements.

Non-Competition. (a) As In consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Employee, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a condition competitor of its ownership of a Membership Interest in the Company, each Employee agrees that during her employment and for an additional period of six (6) months immediately following the termination of her employment (for whatever reason) (the “Noncompetition Term”), she shall not directly or indirectly enter into or attempt to enter into the Restricted Business in the United States or Canada. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the Initial Subscribers acknowledges provisions of this Section 9 are reasonable and agrees that it will have access are no broader than are necessary to and become familiar with certain confidential information and trade secrets relating to protect the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets legitimate business interests of the Company. The Initial Subscribers understand This noncompetition provision shall survive the termination of Employee’s employment (for any reason) and agree can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision. Employee acknowledges that the Company has would not employ her or provide her with access to its Confidential Information but for her covenants or promises contained in this Section. The Company and Employee agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and the Company; however, Employee and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Employee agree that in the event a legitimate interest in assuring that such confidential information and trade secrets are not used by court should decline to enforce any terms of any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing provisions of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Section 9, that Section 9 shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected be deemed to be in modified or reformed to restrict Employee’s competition with the Company or to the maximum extent, as to time, geography and business scope, which performs services or sells goods which are similar to those the court shall find enforceable; provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled tohowever, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security event shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall Section 9 be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebymore restrictive to Employee than those contained herein.

Non-Competition. (a) As a condition 5.6.1. Holl▇▇▇▇▇ ▇▇▇ees that neither it nor any of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementsubsidiaries will, for a period equal to the greater of (i) five (5) years from after the date Closing Date, without the prior written consent of signing of this Subscription Agreement; International, either directly or (ii) two (2) years after such time as indirectly, undertake or carry on or be engaged or have any Initial Subscriber shall have transferred financial interest in any newspaper, shopper or sold such portion of its Membership Interest other similar publication carrying advertising, for which the circulation or distribution is primarily in the Company communities where the Newspapers are currently published or within a radius of ten (10) miles of the centre point of any such community (such geographic area being hereinafter referred to as the "Restricted Area"); provided, however, that the foregoing provisions shall not apply to (A) the publication or the future acquisition of any publication that is circulated to a national market so long as to result in total ownership of less than a two percent (2%) equity interest such newspaper does not publish or distribute any regional, community, zoned or similar edition in the Company, and resigned from Restricted Area; (B) the management of the Company, each of the Initial Subscribers agree that it will notownership, directly or indirectly, whether voluntarily of less than five percent (5%) of any class of securities of any publicly-traded company; or involuntarily(C) for greater certainty, engage prohibit the interest that Holl▇▇▇▇▇ ▇▇▇ in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those providedHCPH, soldSoutham Inc., or contemplated to be provided or soldThe Financial Post Company, by the CompanySaturday Night Magazine Limited, and their respective subsidiaries and operations. (b) Since 5.6.2. Holl▇▇▇▇▇ ▇▇▇nowledges that in the event of any violation of the covenants contained in this section 5.6.1 hereof, International's damages will be difficult to the Company resulting from a breach of these provisions could not adequately ascertain and International's remedy at law will be compensated by money damagesinadequate. Accordingly, the Company shall be entitled toHoll▇▇▇▇▇ ▇▇▇ees that, in addition to such remedies as International may have at law, International shall be entitled to specific performance of such covenants hereunder and to an injunction to prevent any continuing violation thereof. 5.6.3. If any of the provisions of or covenants contained in this section hereof is hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other right jurisdiction, which shall be given full effect, without regard to the invalidity or remedy available unenforceability in such other jurisdiction. If any of the provisions of or covenants contained herein is held to it, an injunction restraining such breach or threatened breach, and be unenforceable in any case no bond jurisdiction because of the duration or other security shall be required in connection therewith except as required by law. The Initial Subscribers geographical scope thereof, the parties agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court court making such determination shall have the right power to reduce such extent, duration, the duration or geographical scope of such provision or other provisions hereof, covenant and, in its reduced form, said provision or covenant shall be enforceable; provided, however, that the determination of such restriction court shall then be enforceable not affect the enforceability of section 5.6.1 in the manner contemplated herebyany other jurisdiction.

Non-Competition. (a) As a condition Each of its ownership of a Membership Interest in the CompanySeller and [*****] , each of the Initial Subscribers acknowledges jointly and severally, covenants and agrees that it will have access to during the period commencing on the Closing Date and become familiar with certain confidential information and trade secrets relating expiring ten (10) years from the Closing Date, neither shall, anywhere that Seller or [*****] , prior to the Company's operationsClosing Date, customersoperated or had active plans to expand to after the Closing Date (the “Restricted Territory”), and other informationdirectly or indirectly, and own any interest in, manage, control, participate in (whether as an owner, operator, manager, consultant, officer, director, manager, member, employee, investor, agent, representative or otherwise), consult with, render services for or otherwise engage in any business or entity that much of competes with the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) Purchased Assets as conducted on or within five (5) years from before the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, soldClosing Date, or contemplated to be provided or sold, conducted by the CompanySeller or [*****] (the “Restricted Business”). (a) If, at the time of enforcement of any of the provisions of this Section 4.02, a court determines that the restrictions stated herein are unreasonable under the circumstances then existing, then the Parties agree that the maximum period, scope or geographical area reasonable under the circumstances shall be substituted for the stated period, scope or area. The Parties further agree that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope or geographical area permitted by Law. (b) Since the Seller and [*****] each acknowledge and agree that money damages to the Company resulting from a would not be an adequate remedy for any breach or threatened breach of these the provisions could not adequately be compensated by money damagesof this Section 5.02 and that, the Company shall be entitled toin such event, Buyer or any of its successors or assigns, shall, in addition to any other right rights and remedies existing in their favor, be entitled to specific performance, injunctive and/or other relief in order to enforce or remedy available to it, an injunction restraining such breach or threatened breach, and in prevent any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that violations of the provisions of this paragraph Section 4.02. (c) Seller and [*****] each acknowledge and agree that (i) they will each receive substantial benefits by virtue of the transactions contemplated by this Agreement, (ii) certain of the goodwill of Seller also inures in Buyer, and all such goodwill is being transferred to Buyer in connection with the transactions contemplated by this Agreement and (iii) each agrees that the restrictions contained in this Section 5.02 are reasonable and are no greater than necessary and reasonable to protect the Company goodwill being received by Buyer in connection with the conduct of its business. If any restriction contained in transactions contemplated by this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyAgreement.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Subject in all cases to Section 4, the Company, each of the Initial Subscribers acknowledges Restricted Party covenants and agrees that it will have access to at all times during the period beginning on the date of this Agreement and become familiar with certain confidential information and trade secrets relating to ending on the Company's operations, customers, and other information, and date that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of is two (i) five (52) years from the date of signing of this Subscription Agreement; Agreement (the “Non-Compete Period”), the Restricted Party will not, and will cause each Restricted Subsidiary not to (i) carry on or engage in the Restricted Business within the Restricted Territory or (ii) two (2) years after such time as own any Initial Subscriber shall have transferred interest in or sold such portion of its Membership Interest organize a Person which carries on or engages in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity Restricted Business within the United States that is in competition or is reasonably expected Territory ((i) and (ii) collectively referred to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyherein as “Competitive Activities”). (b) Since During the damages Non-Compete Period, if Restricted Party or any Restricted Subsidiary desires to enter into a referral partner program with a third party to provide products or services that would constitute Competitive Activities pursuant to Section 2(a), then the Restricted Party agrees to exclusively use and partner with (and cause the Restricted Subsidiaries to exclusively use and partner with) the Company, to provide such product and service for the duration of the Non-Compete Period on Competitive Terms subject to the other terms and provisions of this Section 2(b). If the Restricted Party determines that the Company resulting from a breach of these provisions could is not adequately be compensated by money damagesoffering to provide Competitive Terms to the Restricted Party or any Restricted Subsidiary, the Restricted Party shall notify the Company and the parties shall negotiate in good faith for thirty (30) days to attempt to agree to Competitive Terms. If, after such negotiation period, the Company shall has not agreed to provide such products or services to the Restricted Party and the Restricted Subsidiaries on Competitive Terms, the Restricted Party and Restricted Subsidiaries may utilize an alternative provider with respect to such products or services on terms no less favorable than those being offered by the Company. “Competitive Terms” means terms (taken as a whole) no less favorable to the Restricted Party and the Restricted Subsidiaries than could be entitled to, in addition obtained from a third party with respect to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extentplanned scope, duration, geographical scope hereofproduct offering, fee arrangement, customer service levels, contract terms (including, but not limited to indemnity, termination and default provisions) and other principal commercial terms of the referral partner program; provided, that with respect to fees/pricing, if the Company offers to provide the applicable products or otherwiseservices at the 75th percentile of the pricing for such products and services that the Company charges to other equivalently situated customers, based upon annual volumes and annual spend with the Company (meaning that the Company offers pricing terms equal to those that, from the customers’ perspective, are better than 75% of such similarly-situated customers of the Company), then the Court making Restricted Party and the Restricted Subsidiaries shall not be able to object to such determination shall have fees/pricing as not being on “Competitive Terms” on the right basis of fees/pricing. For the avoidance of doubt, nothing in this Section 2(b) requires any Restricted Party to reduce such extentutilize the Company and/or any of its Affiliates for products and/or services which are permitted pursuant to the terms and provisions of Section 4(a), duration4(b), geographical scope 4(d) or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby4(e).

Non-Competition. (a) As a condition Executive recognizes that his duties will entail the receipt of its ownership of a Membership Interest Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company, each of the Initial Subscribers acknowledges Company at substantial cost and agrees that it will have access to constitute valuable and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets unique property of the Company. The Initial Subscribers understand Accordingly, the Executive acknowledges that protection of Trade Secrets and agree that Confidential Information is a legitimate business interest. Executive agrees not to compete with the Company has during the Employment Term and for a legitimate interest in assuring that such confidential information reasonable and trade secrets are not used by any of limited period thereafter. Therefore, during the Initial Subscribers in a manner that would be disadvantageous to Employment Term and during the Company. As a resultapplicable Continuation Period thereafter (or, in exchange the event of as termination for Cause by the consideration provided pursuant to this Subscription AgreementCompany or without Good Reason by the Executive, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage Competing Business in any business activity within manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the United States that is Executive shall breach the covenants contained in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesthis Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled toto at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other right provision of this Agreement or remedy available to it, an injunction restraining such breach or threatened breachany other agreement between the Company and Executive, and in that the existence of any case no bond claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other security agreement, shall be required in connection therewith except as required not constitute a defense to the enforcement by lawthe Company of such covenants. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable subsection (d) shall not be applicable to protect Executive if (i) Executive is terminated from employment without Cause, (ii) the Executive resigns from employment for Good Reason, or (iii) the Company in elects not to renew the conduct Executive’s employment following the end of its business. If any restriction contained the Term with compensation and benefits not materially less advantageous to the Executive than those set forth in this paragraph shall be deemed invalidAgreement, illegal or unenforceable by reason but the Executive is willing and able to enter into a renewal of extent, duration, geographical scope hereof, or otherwise, then this Agreement with compensation and benefits not materially less advantageous to the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, Executive than those set forth in its reduced form, such restriction shall then be enforceable in the manner contemplated herebythis Agreement.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five The Executive shall not, during the Term and for one (51) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notyear thereafter, directly or indirectly, whether voluntarily induct or involuntarily, engage in attempt to influence any business activity within employee of the United States that is in competition or is reasonably expected Company to be in competition terminate his employment with the Company or which performs services hire or sells goods which are similar to those providedsolicit for hire on behalf of another employer any person then employed or who has been employed by the Company during the immediately preceding six months; (ii) The Executive shall not, soldduring the Term and for one (1) year thereafter, unless the Executive is terminated by the Company without cause, directly or indirectly, engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) the development, production, distribution or sale of cell or gene therapy products for neurologic diseases, or contemplated oncology biosimilar antibody drugs; (iii) The Executive acknowledges the restrictions contained in this Section 2(e), in view of the nature of the business in which the Company is engaged, are reasonable and necessary in order to be provided or sold, by protect the legitimate interests of the Company. (b) Since the damages , and that any violation thereof would result in irreparable injuries to the Company resulting from a breach Company, and the Executive therefore acknowledges that, in the event of his violation of any of these provisions could not adequately be compensated by money damagesrestrictions, the Company may be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without the posting of any bond) as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such a violation, which rights shall be entitled to, cumulative and in addition to any other right rights or remedy available remedies to itwhich the Company may be entitled; (iv) If the Executive violates any of the restrictions contained in this Section 2, an injunction restraining such breach or threatened breach, and in any case no bond or other security the restrictive period shall be required in connection therewith except extended from the time of the commencement of any such violation until such time as required such violation shall be cured by law. the Executive to the satisfaction of the Company; and (v) The Initial Subscribers agree that the invalidity or unenforceability of any provision or provisions of this paragraph are necessary Section 2 shall not affect the validity or enforceability of any other provision or provisions of this Section 2, which shall remain in full force and reasonable to protect the Company in the conduct of its businesseffect. If any restriction provision of this Section 2 is held to be invalid, void or unenforceable in any jurisdiction, any court or arbitrator so holding shall substitute a valid, enforceable provision that preserves, to the maximum lawful extent, the terms and intent of this Agreement and shall correspondingly modify the Company’s obligations hereunder. If any of the provisions of, or covenants contained in, this Section 2 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalidity or unenforceability in such other jurisdiction. Any such holding shall affect such provision of this Section 2, solely as to that jurisdiction, without rendering that or any other provisions of this Section 2 invalid, illegal or unenforceable in any other jurisdiction. If any covenant contained in this paragraph shall Section 2 should be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical because its scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced formis considered excessive, such restriction shall then covenant will be enforceable in modified so that the manner contemplated herebyscope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Except as set forth in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by this Agreement or any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementAncillary Agreements, for a period equal to of two years following the greater Closing Date (the -25- "RESTRICTED PERIOD") neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries nor any of their respective directors, officers or agents may (i) five (5) years from the date of signing of this Subscription Agreement; offer, issue, sell, refer or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notpromote, directly or indirectly, whether voluntarily any contracts, treaties or involuntarily, engage in any business activity within agreements of reinsurance of the United States same type as the Reinsurance Agreements or of the same type as those for which St. ▇▇▇▇ has granted Renewal Rights to the Company provided that is in competition or is reasonably expected to be in competition with the Company or which performs services its Post-closing Subsidiaries continue to provide, during the Restricted Period, reinsurance coverage of such types to third parties; (ii) employ, offer to employ or sells goods which are similar solicit with a view to those providedemployment any of the individuals listed or individuals holding positions listed on SCHEDULE 7.01(a)(ii) to this Agreement; or (iii) use or disclose to any Person other than the Company or its Post-closing Subsidiaries, soldany Transferred Business Confidential Information except in connection with the administration of (x) the Reinsurance Agreements, (y) the Run-Off Business or contemplated (z) any retained Liabilities PROVIDED that St. ▇▇▇▇, its Post-Closing Subsidiaries and their respective directors, officers and agents will disclose Transferred Business Confidential Information only in the ordinary course of business, consistent with past practice including in connection with resolving claims and the purchase of retrocessional coverage and PROVIDED, FURTHER, that St. ▇▇▇▇, its Post-Closing Subsidiaries and their respective directors, officers and agents shall use reasonable efforts to avoid providing Transferred Business Confidential Information to a competitor of the Company under circumstances reasonably likely to materially impair the value of the Renewal Rights; PROVIDED that, in the case of Transferred Business Confidential Information that relates to the Reinsurance Agreements, the Restricted Period shall be provided or sold, by the Companyindefinite. (b) Since the damages Notwithstanding any other provision of this Section 7.01 to the contrary, neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged immediately after the completion of the Public Offering and for which Renewal Rights were not transferred hereunder, including, without limitation, the administration of reinsurance contracts with inception dates prior to January 1, 2002 (the "Run-off Business") and the Reinsurance Agreements (but not including any renewals thereof), purchasing reinsurance for its own account, reinsurance business written through St. Paul's Discover Re operation and Lloyd's of London operation and property catastrophe facultative reinsurance business written by St. Paul's CATRisk Property division; (ii) acquiring any Person or, subject to the limitation in (iii) below, any interest in any Person engaged in any line of business except for an acquisition of an interest of more than 49% of any Person that generated 50% or more of its gross revenues, excluding investment income and realized investment gains and losses, in its most recent fiscal year for which financial statements are available, by writing property -26- or casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any Permitted Acquiree may not use any marks, designs, logos, slogans, names, words or letters which include the words "St. ▇▇▇▇", "USF&G" or "F&G" or those that are suggestive or, derivative thereof, or any logo or ▇▇▇▇ identified with "St. ▇▇▇▇", "USF&G" or "F&G" (except as may be required by law) in connection with its reinsurance business, if any, PROVIDED FURTHER, HOWEVER, that St. ▇▇▇▇ and any of its Post-Closing Subsidiaries may acquire an interest of more than 49% of a Person that is not a Permitted Acquiree if St. ▇▇▇▇ or such Post-closing Subsidiary promptly divests the property or casualty reinsurance operations of such Person; or (iii) soliciting, offering, issuing, selling, purchasing or referring any contracts of reinsurance of any type to, from or with any of its Affiliates or engaging in any reinsurance activities in connection with the Run-off Business (other than renewals thereof) or with finite business which is either covered by a Quota Share Retrocession Agreement or which the Company resulting from and its Post-closing Subsidiaries declines to reinsure. (c) During the Restricted Period neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries shall sponsor or assist, directly or indirectly, in the sponsorship of a newly formed property or casualty reinsurer for so long as St. ▇▇▇▇ continues to own 10% or more of the outstanding Common Shares. (d) Section 7.01(a)(i) and (ii) shall not be binding upon a Post-closing Subsidiary of St. ▇▇▇▇ after the time such Person ceases to be a Post-closing Subsidiary of St. ▇▇▇▇. For avoidance of doubt, Section 7.01(a) also does not apply to any Person which on or after the Closing Date becomes an Affiliate (other than a Post-closing Subsidiary) of St. ▇▇▇▇, including any Person that acquires all or substantially all of the capital stock or assets of St. ▇▇▇▇ through merger, consolidation, tender offer, acquisition of assets or otherwise, PROVIDED, HOWEVER, that Section 7.01(a)(ii) and (iii) shall apply to such Person. (e) Transferred Business Confidential Information shall not include information relating to the Transferred Business which is or becomes generally known on a non-confidential basis provided that the source of such information was not bound by a confidentiality agreement or other obligation of confidentiality. If St. ▇▇▇▇, any of its Post-closing Subsidiaries or any of their respective directors, officers or agents or any Affiliate of St. ▇▇▇▇ is legally requested or required under an order or subpoena issued by a court, administrative agency or arbitration panel (through oral examination, interrogatories, requests for information or documents, civil investigation demand or other legal, administrative or arbitration processes) to disclose any Transferred Business Confidential Information, St. ▇▇▇▇ shall provide the Company with prompt written notice of the request, requirement, subpoena or order to permit the Company (if it so elects) to seek an appropriate protective order preventing or limiting disclosure. If the Company seeks such an order or takes other steps to avoid or limit disclosure, St. ▇▇▇▇ shall cooperate with the Company at the Company's expense. If, in the absence of such protective order, St. ▇▇▇▇, is compelled to disclose any Transferred Business Confidential Information, St. ▇▇▇▇ ▇▇▇ disclose such Transferred Business Confidential Information without liability hereunder. -27- (f) St. ▇▇▇▇ and its Post-closing Subsidiaries shall treat any Transferred Business Confidential Information with the same degree of care with which it treats its own confidential information. (g) The Company and St. ▇▇▇▇ agree that money damages would not be a sufficient remedy for any breach of these provisions could not adequately be compensated this Section 7.01 by money damagesSt. ▇▇▇▇ or any of its Post-closing Subsidiaries or any of its or such Post-Closing Subsidiaries' directors, officers or agents, and that, in addition to all other remedies, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, specific performance and in any case no bond injunctive or other security shall be required in connection therewith except equitable relief as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If a remedy for any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebybreach.

Non-Competition. (a) As For a condition period of three (3) years from and after the Closing Date, Sellers and all of its ownership of a Membership Interest in the CompanyAffiliates and/or related parties and/or officers, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsincluding ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand covenant and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber they shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectlyindirectly within a five hundred (500) mile radius of any Facility (the “Territory”) own, whether voluntarily operate, construct or involuntarily, engage lease a facility which in any business activity within the United States manner whatsoever that is in competition or is reasonably expected to be in competition competes with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyBusiness. (b) Since For a period of three (3) years from and after the damages Closing Date, Sellers and all of its Affiliates and/or related parties and/or officers, including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, covenant and agree that they shall not, within the Territory, directly or indirectly sell or solicit the sale of the products or services of the Business to any of the Customers identified in Section 3.24. (c) If the restrictions set forth in Sections 5.15(a) and (b) above or any part thereof should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restriction shall not thereby be adversely affected. Seller and its Affiliates and related parties agree that the foregoing territorial/market and time limitations are reasonable and properly required for the adequate protection of the Purchaser and the Business and that in the event that any such territorial/market or time limitation is deemed to be unreasonable by a court of competent jurisdiction, then Seller and its Affiliates and related parties agree and submit to the Company resulting from a breach reduction of these provisions could not adequately be compensated by money damageseither said territorial/market or time limitation or both to such an area, market or period as said court shall deem reasonable. In the Company event that Seller or its Affiliates or related parties should violate the aforementioned restrictive covenants, then the time limitation thereof shall be entitled to, in addition extended for a period of time equal to any other right or remedy available to it, an injunction restraining the period of time during which such breach or threatened breach, breaches shall have occurred; and in the event Purchaser be required to seek relief from such breach from any case no bond court, board of arbitration or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwisetribunal, then the Court making covenant shall be extended for a period of time equal to the pendency of such determination shall have proceedings, including all appeals. (d) The covenants not to compete and not solicit set forth in Sections 5.15(a) and (b) are made in consideration of Purchaser and Seller undertaking their respective obligations pursuant to this Agreement and for no further consideration payable hereunder or otherwise. (e) Purchaser acknowledges that nothing in this Section 5.15, or this Agreement as a whole, prohibits or limits the right Sellers’ and/or its Affiliates’ or officers’ rights or ability to reduce such extent, duration, geographical scope or continue to operate their other provisions hereof, andbusiness enterprises, in its reduced formthe ordinary course and in substantially the same manner they are currently operated, regardless of where such restriction shall then be enforceable in business enterprises are located, provided such other businesses do not directly and materially compete with the manner contemplated herebyBusiness.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Other than in the Companyevent that (i) the Advisor terminates the Amended Agreement as provided in Section 12.2(A)(1), each (ii) the Advisor terminates the Amended Agreement as provided in Section 12.2(B) on the basis of clause (ii)(D) in the Initial Subscribers acknowledges and agrees that it will have access to and become familiar definition of Cause in Article 1, (iii) the Sub-Advisor terminates the Amended Agreement with certain confidential information and trade secrets relating to Sub-Advisor’s Good Reason as provided in Section 12.2(C) or (iv) the Company's operationsAmended Agreement is automatically terminated as provided in Section 12.2(D), customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementSub-Advisor, for a period equal of one year from the Termination Date, shall not provide investment management services substantially similar to those contemplated by the greater of Amended Advisory Agreement, in each case to any entity that (i) five (5) years from the date of signing of this Subscription Agreement; or would have an investment strategy primarily focused on investment in Primary Target Investments and (ii) two (2) years after such time as any Initial Subscriber shall have transferred was capitalized or sold such portion of its Membership Interest in the Company so as intended to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notbe capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels. For the avoidance of doubt, this provision does not restrict Sub-Advisor (1) with respect to any entity having an investment strategy not primarily focused on investment in Primary Target Investments, irrespective of whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition such entity was capitalized or is reasonably expected intended to be capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels, or (2) with respect to any assets managed or to be managed on behalf of investors outside of the Channels. The Sub-Advisor acknowledges and agrees that the restrictions contained in competition with this Section 12.5 are reasonable and necessary to protect the legitimate interests of the Advisor and the Company or which performs services or sells goods which are similar and constitute a material inducement of the Advisor to those provided, soldenter into this Amended Agreement. If the Sub-Advisor breaches, or contemplated threatens to be provided or sold, by the Company. (b) Since the damages to the Company resulting from commit a breach of these provisions could not adequately be compensated by money damagesof, this Section 12.5, the Company Advisor shall be entitled tohave the right, in addition to to, and not in lieu of, any other right or remedy rights and remedies available to it, an injunction restraining to have this provision specifically enforced by any court having competent jurisdiction (without any requirement to post a bond), it being acknowledged and agreed that any such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebybreach will cause irreparable injury.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in After the CompanyClosing, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersSeller shall not, and other informationshall cause its Affiliates to not, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementeither directly or indirectly, for a period equal to the greater of (i) five (5) years after the Closing Date, (i) market, sell, distribute, export or import a product containing the active pharmaceutical ingredient used in the Product for any indication whatsoever in the Territory, whether branded or generic (i.e., Seller and its Affiliates are prohibited from marketing, selling, distributing, exporting or importing any AA or AB rated, therapeutically equivalent product to the date of signing of this Subscription Agreement; Product in the Territory) or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest supply the active pharmaceutical ingredient used in the Company so Product to a Third Party in order to allow such Third Party to do any activity that would be prohibited for Seller or Seller’s Affiliates under clause (i) above. The Parties recognize that the laws and public policies of the various jurisdictions may differ as to result in total ownership the validity and enforceability of less than a two percent (2%) equity interest in covenants similar to the Company, and resigned from foregoing. It is the management intention of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree Parties that the provisions of this paragraph are necessary Section 6.03 be enforced to the fullest extent permissible under the laws and reasonable policies of each jurisdiction in which enforcement may be sought and that the unenforceability (or the modification to protect conform to such laws or policies) of any provisions of this Section shall not render unenforceable or otherwise impair the Company in remainder of the conduct provisions of its businessthis Section. If Accordingly, if any restriction contained in provision of this paragraph Section is determined to be invalid or unenforceable by a court of competent jurisdiction, then (x) such invalidity or unenforceability shall be deemed invalidto apply only with respect to the operation of such provision in the particular jurisdiction of such court and not with respect to any other provision or jurisdiction and, illegal (y) with respect to invalidity or unenforceable by reason unenforceability in the particular jurisdiction of extentsuch court, duration, geographical scope hereof, or otherwise, then the Court making such determination court shall have the right power to either (A) reduce the scope, duration or coverage of such extent, duration, geographical scope provision or other (B) replace such provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision. The Parties acknowledge and agree that any remedy at law for any breach of the provisions hereof, of this Section would be inadequate and, in its reduced formand such, Purchaser may enforce such restriction shall then be enforceable in the manner contemplated herebyprovisions through equitable relief and specific performance.

Non-Competition. (a) As Seller agrees that for the period from the Closing Date until the second anniversary of the date Seller owns less than 50% of the Common Shares they own as of the Closing (the “Non-Competition Period”) they shall not and shall cause the Non-Company Affiliates not to, engage in the Business, as conducted as of the date hereof, in the Restricted Areas (each, a condition “Competitive Activity”); provided that, the foregoing shall not prohibit Seller or any of its ownership of a Membership Interest Affiliates from collectively owning (i) the Common Shares or other equity interests in the Company, each Company (or any successor entity) or participating in the management of the Initial Subscribers acknowledges Company and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided Subsidiaries pursuant to this Subscription Agreement, for a period equal to Agreement and the greater of (i) five (5) years from the date of signing of this Subscription Agreement; Ancillary Agreements or (ii) two up to an aggregate of five percent of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity (2a “Competing Person”) years after such time so long as neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest Affiliates has any participation in the Company so as to result in total ownership management (excluding directorships or substantially similar positions) of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companysuch Competing Person. (b) Since the damages Notwithstanding anything to the Company resulting contrary in the foregoing, nothing in this Section 8.1 shall: (A) prevent Seller or any of its Affiliates from making a breach bona fide sale or divestiture of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition any or all of its assets or businesses to any other right or remedy available to it, Person that is not an injunction restraining Affiliate of such breach or threatened breachSeller, and such Person shall in no way be bound by the restrictions set forth in this Section 8.1; (B) prohibit Seller or any of its Affiliates from acquiring the whole or any part of a Person or business which engages in any case no bond Competitive Activity or other security the whole or any part of a business which includes any Competitive Activity; provided, that, where such Competitive Activities of such Person or business represent greater than 30% of the revenues of such Person or business acquired as set out in the latest available annual financial statements of that Person or business, Seller and/or its Affiliates shall be required to use its commercially reasonable efforts to divest such Person, business or portion thereof to the extent engaging in connection therewith except as required by law. The Initial Subscribers agree that such Competitive Activity within 18 months after the provisions consummation of this paragraph are necessary and reasonable to protect the Company in the conduct such acquisition; (C) prohibit Seller or any of its businessAffiliates from acquiring a Minority Investment in a Person or business which engages in, or includes, any Competitive Activity. If any restriction contained As used in this paragraph shall be deemed invalidAgreement, illegal the term “Minority Investment” means any minority equity investment by Seller or unenforceable by reason any of extentits Affiliates in any Person in which Seller and any of Seller’s Affiliates, durationas applicable, geographical scope hereof, collectively hold less than 20% of the outstanding voting securities or otherwise, then similar equity interests of such Person entitled to elect the Court making board of directors (or similar governing body) of such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.Person;

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and Executive agrees that it he will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementnot, for a period equal to the greater himself, on behalf of, or in conjunction with any person, firm, corporation or entity, either as principal, employee, shareholder, member, director, partner, consultant, owner or part owner of (i) five (5) years from the date any corporation, partnership or any other type of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notbusiness entity, directly or indirectly, whether voluntarily own, manage, operate, control, be employed by, participate in, or involuntarily, engage be connected in any manner with the ownership, management, operation, or control of any business activity within similar to or competitive with the business presently conducted by the Company of delivering turnkey solutions to spine surgeons and orthopedic surgeons for necessary and appropriate treatment for musculo-skeletal spine injuries, anywhere in the United States that for a period of one years (the “Non-Compete Period”) from the termination of this Agreement. However, in the event of the termination of Executive's employment pursuant to Section 7(d) or 7(f), the Non-Compete Period shall be six months. Executive agrees not to hire, solicit or attempt to solicit for employment by Executive or any company to which he may be involved, either directly or indirectly, any party who is in competition an employee or independent contractor of the Company or any entity which is reasonably expected to be in competition affiliated with the Company, or any person who was an employee or independent contractor of the Company or any entity which is affiliated with the Company or which performs services or sells goods which are similar during the Non-Compete Period. Executive acknowledges that he has carefully read and considered all provisions of this Agreement and agrees that: (i) Due to those provided, sold, or contemplated to be provided or sold, by the nature of the Company.'s business, the foregoing covenants place no greater restraint upon Executive than is reasonably necessary to protect the business and goodwill of the Company; (bii) Since These covenants protect the damages to legitimate interests of the Company resulting from a and do not serve solely to limit the Company's future competition; (iii) This Agreement is not an invalid or unreasonable restraint of trade; (iv) A breach of these provisions could not adequately be compensated covenants by money damages, Executive would cause irreparable damage to the Company shall be entitled to, Company; (v) These covenants are reasonable in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, scope and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are reasonably necessary and reasonable to protect the Company's business and goodwill which the Company has established through its own expense and effort; and (vi) The signing of this Agreement is necessary as part of the consummation of the transactions described in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebypreamble.

Non-Competition. (a) As a condition Executive recognizes that his duties will entail the receipt of its ownership of a Membership Interest Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company, each of the Initial Subscribers acknowledges Company at substantial cost and agrees that it will have access to constitute valuable and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets unique property of the Company. The Initial Subscribers understand Accordingly, the Executive acknowledges that protection of Trade Secrets and agree that Confidential Information is a legitimate business interest. Executive agrees not to compete with the Company has during the Employment Term and for a legitimate interest in assuring that such confidential information reasonable and trade secrets are not used by any of limited period thereafter. Therefore, during the Initial Subscribers in a manner that would be disadvantageous to Employment Term and during the Company. As a resultapplicable Continuation Period thereafter (or, in exchange the event of as termination for Cause by the consideration provided pursuant to this Subscription AgreementCompany or without Good Reason by the Executive, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage Competing Business in any business activity within manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the United States that is Executive shall breach the covenants contained in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesthis Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled toto at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other right provision of this Agreement or remedy available to it, an injunction restraining such breach or threatened breachany other agreement between the Company and Executive, and in that the existence of any case no bond claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other security agreement, shall be required in connection therewith except as required not constitute a defense to the enforcement by lawthe Company of such covenants. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable subsection (d) shall not be applicable to protect Executive if Executive is terminated from employment without Cause or the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyExecutive resigns from employment for Good Reason.

Non-Competition. (a) As a condition 23.2.1 During the term of this Contract, neither Party shall either on its ownership own account or in conjunction with or on behalf of a Membership Interest or, directly or indirectly, through any person, firm or joint venture, in whatever capacity bid on any programs for which the CompanyBoard of Directors has approved the Joint Venture to bid, each unless the Customer specifically rejects the Joint Venture as the supplier of the Initial Subscribers acknowledges Selected Mobile Power Products in which case Aura may pursue the business. The Board of Directors shall make assessment of the Joint Venture’s capability to bid on any programs in good faith and agrees shall not unreasonably withhold its approval in this regard. 23.2.2 Each Party hereby undertakes and covenants to and for the benefit of the other Party and the Joint Venture that it will have access shall not, during the term of this Contract, solicit or entice away or endeavour to and become familiar with certain confidential information and trade secrets relating to solicit or entice away from the Company's operations, customers, and other information, and that much Joint Venture any person who is an employee of the information that Joint Venture, whether or not such person would commit a breach of contract by reason of leaving the Initial Subscribers will be exposed to constitute trade secrets employment of the CompanyJoint Venture. The Initial Subscribers understand and However, for avoidance of doubt, the Parties agree that neither Party may hire the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any employees of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) Joint Venture within two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest his/her labor contract with the Joint Venture is terminated; provided, however, that in the Company so as event this Contract is terminated pursuant to result in total ownership of less than a two percent (2%) equity interest in Section 13.2 above, Aura may hire the Company, and resigned from the management employees of the Company, each Joint Venture at any time following the termination date of this Contract. 23.2.3 Neither party shall solicit or entice or endeavour to solicit or entice the Customer to transfer to it the business that the Joint Venture has already undertaken by means of breach of contract or in any other way. Each undertaking contained in Section 23 shall be read and construed independently of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction covenants contained in this paragraph Contract so that if one or more of such covenants should be held to be invalid for any reason whatsoever then the remaining covenants shall be deemed valid to the extent that they are not held to be so invalid; provided, illegal however, that in the event this Contract is terminated pursuant to Section 13.2 above, the prohibitions of this section 23.2.3 shall not apply to Aura at any time following the termination date of this Contract. 23.2.4 Each Party acknowledges that the restrictions contained in Section 23.2.1 are considered reasonable by it but if any such restriction shall be found to be void or unenforceable by reason voidable but would be valid if some part or some parts thereof were deleted or the period or area of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced formapplication reduced, such restriction shall then apply with such modification as may be enforceable in the manner contemplated herebynecessary to make it valid and effective.

Non-Competition. (a) As a condition The non-competition and non-solicitation of its ownership employee provisions set forth in Section 5.8 of a Membership Interest that certain Stock Purchase Agreement, dated of even date herewith, among Employer, Employee, Caliber and the other parties named therein (the “Stock Purchase Agreement”) are incorporated herein by this reference as if fully set forth herein. In this connection, all defined terms in such provisions incorporated herein shall have the meanings ascribed to them in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the CompanyStock Purchase Agreement. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant All references to this Subscription Agreement, for a period equal to Section 7 shall be deemed include the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, provisions incorporated herein by the Companyreference. (b) Since In connection with this Agreement, Employee, as a condition of his employment, shall execute and deliver to Employer the damages ▇▇▇▇▇/▇▇▇▇▇▇ Employee Non-Solicitation/Non-Competition Agreement attached hereto as Exhibit B (the “Non-Solicitation Agreement”). (c) Employee acknowledges that the Stock Purchase Agreement governing Employer’s acquisition of Caliber includes certain non-competition and non-solicitation covenants applicable to Employee. As between Sections 5.8 and 5.9 of the Company resulting from a breach of these provisions could not adequately be compensated by money damagesStock Purchase Agreement and the covenants contained in the Non-Solicitation Agreement, the Company more restrictive covenants shall be entitled to, in addition apply to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree Employee. (d) Employee acknowledges that the provisions of this paragraph Section 7 are reasonable in scope and duration and that he possesses sufficient skills such that he could be gainfully employed following the Employment Term without violating such provisions. If, in any judicial proceeding, a court refuses to enforce any of the covenants set forth in this Section 7 (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 7 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. (c) Notwithstanding the foregoing, the restrictions set forth in this Section 7 shall immediately terminate and reasonable to protect the Company shall be of no further force or effect (i) in the conduct event of default by Employer of the performance of any of its business. If any restriction contained in this paragraph shall be deemed invalidobligations hereunder, illegal or unenforceable which default is not cured within ten (10) days after notice thereof, (ii) if Employee’s employment has been terminated by reason of extent, duration, geographical scope hereofEmployer other than for Cause, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby(iii) if Employee resigns for Good Reason.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and The Employee agrees that it he will have access to and become familiar with certain confidential information and trade secrets relating to not, jointly or collectively as a participant in a partnership, sole proprietorship, corporation or other entity, or as an operator, investor, shareholder, partner, director, employee, consultant, manager, advisor or in any other capacity whatsoever, either directly or indirectly, during the Company's operationsterm of this Agreement, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by do any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of following: (i) five (5) years from establish or pursue, directly or indirectly, the date same or similar business as that of signing of this Subscription Agreementthe Employer wherever pursued by Employer; or (ii) two (2) years after such time as directly or indirectly request or advise any Initial Subscriber shall past, present or future customers or suppliers of the Employer to withdraw, curtail or cancel any of their business or other relationships. Further, he agrees that the restrictions contained herein are reasonable restraints upon the Employee and any violation of the terms of this Section could have transferred or sold such portion a substantial detrimental effect on Employer. Employee has carefully considered the nature and extent of its Membership Interest in the Company so as to result in total ownership restrictions imposed hereunder and the rights and remedies conferred upon Employer under the provisions of less than a two percent (2%) equity interest in the Companythis Section, and resigned hereby acknowledges and agrees that same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Employer, do not stifle the Employee's inherent skill and experience, would not operate as a bar to the Employee's sole means of support, are fully required to protect the legitimate interest of Employer and do not confer a benefit upon Employer disproportionate to the detriment of Employee. Any damages resulting from the management violation of any of the Company, each of the Initial Subscribers covenants contained in this Section will be difficult to ascertain and for that reason agree that it will notEmployer shall be entitled to an injunction from any court of competent jurisdiction restraining any violation of any or all of this Section, either directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected and such right to injunction shall be in competition with the Company or which performs services or sells goods which are similar addition to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages whatever other remedies Employer may have. The parties acknowledge that this Section has been called to the Company resulting from parties' attention and the parties understand it is a breach of these provisions could material covenant and that without this Section this Agreement, and all documents executed pursuant hereto, would not adequately be compensated have been entered into by money damagesEmployer. It is hereby further recognized and agreed that this Section, the Company prevailing party shall be entitled toto recover any and all reasonable attorneys' fees and other costs of litigation, in addition through appeals; if any provision of this Section is held to any other right or remedy available be unenforceable, such enforcement term of immediately lesser effect shall be substituted. Employee has had access to itcertain valuable information concerning the Employer including, an injunction restraining such breach or threatened breachwithout limitation, contracts, business plans, customer, employee and supplies lists, trade secrets, financial performance and prospects, and therefore agrees that any and all such information, even though it may have been contributed, developed or acquired by Employee, will become the exclusive property of Employer and Employee will not directly or indirectly disclose any such information, unless necessary and pursuant to this Agreement. The following are exceptions to this Section and shall control: (i) no confidentiality shall apply to the extent the Employee determines to share such confidential information with Employee's legal counsel or use same in any case no bond or other security dispute of litigation with Employer, and (ii) this Section shall be required in connection therewith except as required null and void if this Agreement is terminated by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable Employee other than a Voluntary Termination by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyEmployee.

Non-Competition. The Members recognize that the covenants of each Member contained in this Section 4.4(a) (athe "COVENANT NOT TO COMPETE") As a condition are an essential part of its ownership of a Membership Interest in this Agreement and the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, Transaction Documents and that much but for the agreement of each Member to comply with such covenants Buyer would not enter into this Agreement or the information that the Initial Subscribers will be exposed to constitute trade secrets of the Companyother Transaction Documents. The Initial Subscribers understand Members acknowledge and agree that the Covenant Not to Compete is necessary to protect the Business acquired by Buyer, including without limitation, goodwill and the Proprietary Rights and that irreparable harm and damage will be done to Buyer if any Member competes with Buyer in any way prohibited by the Covenant Not to Compete. In addition, the Members acknowledge that the Purchase Price is consideration for professional relationships and market place reputation developed by the Company has a legitimate interest and the Members and the Covenant Not to Compete is necessary for Buyer to receive the full benefit of this Agreement. After the Closing, each Member shall not individually, or in assuring that concert, directly or indirectly: (i) either on its, his, hers or their own account or for any other person or entity, solicit, induce, attempt to induce, interfere with, or endeavor to cause (in each case in such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to could have a material adverse effect on the Company. As a resultfinancial condition, in exchange for prospects or operation of the consideration provided pursuant to this Subscription AgreementBusiness, for a period equal to the greater assets of (ithe Company or Buyer or any of its Affiliates) five (5) years from any customer, which has utilized the date services of signing of this Subscription Agreement; or (ii) the Company at any time during the two (2) years after such time as any Initial Subscriber shall have transferred year period preceding the Closing Date or sold such portion of its Membership Interest in whom the Company so was engaged in meaningful negotiations as of the Closing Date (each, a "CUSTOMER"), to result in total modify, amend, terminate or otherwise alter the terms upon which it acquires services from Buyer or Buyer's Affiliates, or to acquire from any party other than Buyer or its Affiliates any services of the kind available from Buyer or its Affiliates; (ii) engage or become interested in, as owner, employee, partner, through equity ownership of less than (not including up to a two percent (2%) 1% passive equity interest in the Companya public company), and resigned from the management investment of the Companycapital, each lending of the Initial Subscribers agree that it will notmoney or property, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach rendering of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofservices, or otherwise, either alone or in association with others, any business competitive with the Business (including within the definition of the Business, without limitation, any business of the type or types conducted by the Company at any time during the two (2) year period preceding the Closing Date or under development by the Company on the Closing Date), (iii) take any material action intended to advance an interest of any competitor of the Business, or encourage any other person to make any such statement or to perform any such act; or (iv) take any material action intended to cause any Customer or prospective customer to use the services or purchase the products of any competitor of the Business. This Covenant Not to Compete shall be limited, with respect to any Member, to any county or any other political subdivision of any state of the United States of America, or of any other country in the world, where such Member generated revenue or established goodwill at any time during the two (2) year period preceding the Closing Date. This Covenant Not to Compete shall bind the Members until the fifth anniversary of the Closing Date, provided, however, that if the employment of any Member is terminated by Buyer without Cause or by such Member for Good Reason (each as defined in such Member's Employment Agreement delivered pursuant to Section 6.3(c)(iv), and if an IPO of Buyer's securities has not been consummated by December 31, 1999, then from and after the Court making later of January 1, 2000 or termination of such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced formMember's employment, such restriction shall then Member will no longer be enforceable subject to the covenant contained in Section 4.4(a)(ii). The parties hereto agree that the manner contemplated herebyduration and area for which the Covenant Not to Compete set forth in this Section 4.4(a) is to be effective are reasonable.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating Subject to the Company's operations, customers, and other information, and that much provisions of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for Section 2 below: a. For a period equal to the greater of three (i) five (53) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companyhereof, Seller and resigned from the management of the Company, each of the Initial Subscribers Promisors agree that it they will not, directly or indirectly, whether voluntarily as an employer, consultant, agent, principal, partner, stockholder or involuntarilyany other capacity, engage or participate in any business activity that, at the Effective Time of Closing, is in competition in any manner whatsoever with the Business of the CORPORATION TO BE SOLD within the United States which Seller Corp. does business at the Effective Time of Closing. b. Seller and Promisors agree that is a breach or violation of this covenant not to compete shall entitle the Purchaser, as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in competition addition to, and not in lieu of, any other remedies to which the Purchaser may show itself justly entitled. Further, during any period in which Seller and/or Promisors are in breach of this covenant not to compete, the time period of this covenant shall be extended for an amount of time that Seller and/or Promisors are in breach hereof. c. In addition to the restrictions set forth above, Seller and Promisors shall not, for a period ending three (3) years from the date hereof, either directly or is reasonably expected indirectly, (i) make known to be in competition with any person, firm or corporation the Company names and addresses of any of the customers of CORPORATION TO BE SOLD or which performs services Purchaser or sells goods which are similar contacts of CORPORATION TO BE SOLD or Purchaser within the pharmacy computer industry or any other information pe g to those provided, soldsuch person, or contemplated (ii) call on, solicit, or take away, or attempt to be provided call on, solicit or sold, by the Companytake away any of such customers. (b) Since the damages d. The parties to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers this Agreement agree that the provisions limitations contained in this Section 1 with respect to geographic area, duration, and scope of this paragraph activity are necessary and reasonable to protect reasonable. However, if any court shall determine that the Company in the conduct geographic area, duration, or scope of its business. If activity of any restriction contained in this paragraph Section 1 is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed invalid, illegal amended to the extent required to render it valid and enforceable. Nothing herein shall be construed as preventing Seller or unenforceable by reason of extent, duration, geographical scope hereof, Promisors from making investments in other businesses or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyenterprises.

Non-Competition. (a) As a condition of The Seller acknowledges that reasonable limits on its ownership of a Membership Interest ability to engage in activities competitive with the CompanyPurchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, each of the Initial Subscribers acknowledges Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that it will have access to during the period commencing with the Closing Date and become familiar with certain confidential information ending on the third anniversary of the Closing Date, Viacom and trade secrets relating to the Company's operations, customersSeller shall not, and shall cause their direct and indirect Subsidiaries not to (subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other informationPerson, and that much publish or produce textbooks intended for use primarily in instruction in academic institutions of higher learning in the information United States (a "Competing Education Business"); provided, however, that the Initial Subscribers will foregoing shall not be exposed breached as a result of (a) the ownership or other right to constitute trade secrets of acquire by Viacom or the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by Seller (or any of the Initial Subscribers in their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notPerson engaged, directly or indirectly, whether voluntarily in a Competing Education Business; (b) the acquisition of, holding by, operation of, or involuntarily, engage disposition by Viacom or the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing Education Business; (c) the licensing or sale of any of the Seller's or its Subsidiaries' intellectual property for use in connection with any Competing Education Business; (d) any activity within relating to the United States that is publication of fiction or non-fiction (other than in competition the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or is reasonably expected (e) any activity relating to be any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in competition with the Company genre to any such book or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companycategory. (b) Since The Seller acknowledges that reasonable limits on its ability to engage in activities competitive with the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph Purchaser are necessary and reasonable warranted to protect the Company Purchaser's substantial investment in acquiring the Shares, the Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the Closing Date, Viacom and the Seller shall not, and shall cause their direct and indirect Subsidiaries not to (subject, in the conduct case of its business. If existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any restriction contained other Person, publish or produce (i) textbooks intended for use primarily in this paragraph instruction in academic institutions of higher learning outside of the United States or (ii) any branded series of tutorial reference books in the computer applications and operating systems categories outside of the United States (a "Competing International Business"); provided, however, that the foregoing shall not be deemed invalidbreached as a result of (a) the ownership or other right to acquire by Viacom or the Seller (or any of their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a Person engaged, illegal directly or unenforceable by reason of extentindirectly, durationin a Competing International Business; (b) the acquisition of, geographical scope hereofholding by, operation of, or otherwisedisposition by Viacom or the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing International Business; (c) the licensing or sale of any of the Seller's or its Subsidiaries' intellectual property for use in connection with any Competing International Business; (d) any activity relating to the publication of fiction or non-fiction (other than in the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or (e) any activity relating to any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such book or category. (c) The Seller acknowledges that reasonable limits on its ability to engage in activities competitive with the Purchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, then the Court making such determination Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the Closing Date, the Seller shall have not, and shall cause their direct and indirect Subsidiaries not to (subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other Person, publish or produce any branded series of tutorial reference books in the computer applications and operating systems categories in the United States (a "Competing Computer Business"); provided, however, that the foregoing shall not be breached as a result of (a) the ownership or other right to reduce such extentacquire by the Seller (or any of their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a Person engaged, duration, geographical scope directly or other provisions hereof, andindirectly, in a Competing Computer Business; (b) the acquisition of, holding by, operation of, or disposition by the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing Computer Business; (c) the licensing or sale of any of the Seller's or its reduced form, such restriction shall then be enforceable Subsidiaries' intellectual property for use in connection with any Competing Computer Business; (d) any activity relating to the publication of fiction or non-fiction (other than in the manner contemplated herebysubject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or (e) any activity relating to any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such book or category." (nn) The following text is hereby inserted immediately following Section 5.13:

Non-Competition. (a) As a condition of its ownership of a Membership Interest in 10.1 During the Company, each of the Initial Subscribers acknowledges Term and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of eighteen (i18) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companymonths thereafter, and resigned from the management of the Company, each of the Initial Subscribers agree that it Customer will not, not directly or indirectly, either individually, in partnership, jointly, or in conjunction with or through the activities of any third person, firm, partnership, corporation or organization of any kind, offer to any person or entity of any kind, whether voluntarily as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, principal, agent, employee or involuntarilyindependent contractor, engage manage, control, own, operate, be employed by or otherwise render business consulting services similar to or competitive with the services offered by Consultant within any territory in any business activity within which Consultant offers its services. Customer acknowledges that Consultant offers its services throughout the United States States, Canada and the world. 10.2 The parties agree that is the restrictions contained in competition this Agreement are reasonable and necessary because the parties have expended substantial time, money and effort in their business and their Confidential Information, the parties will, during the Term, be entrusted with and exposed to each other's business and Confidential Information and both could, after having been exposed to each other's business and having accessed each other's Confidential Information, become a competitor and either party will suffer great loss and irreparable harm if the other were to directly or is reasonably expected to be in indirectly enter into competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyit. (b) Since 10.3 The parties agree that, in the damages to the Company resulting from a event of any breach of these provisions could not adequately be compensated by money damagesthis Section 10, the Company non-breaching party will not have an adequate remedy in money or damages. The parties therefore agree that, in such event, the non-breaching party shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining obtain injunctive relief against such breach or threatened breach, and in any case court of competent jurisdiction, without the necessity of posting a bond even if otherwise normally required. Such injunctive relief will in no bond or way limit the non-breaching party's right to obtain other security shall be required in connection therewith except as required by remedies available under applicable law. . 10.4 The Initial Subscribers parties agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofscope, activity and subject matter of the non-solicitation and non-competition terms and conditions set forth in this Agreement are fair, reasonable and not excessively broad and are necessary to protect each party's goodwill and Confidential Information and that each party would not have entered into this Agreement but for the other party's agreement to comply with such terms and conditions. 10.5 For purposes of this Section 10, the terms Consultant and Customer shall include its officers, directors, employees, agents, consultants, subcontractors and clients whose actions and activities are controlled by Consultant or Customer, as the case may be, either directly or indirectly. For the avoidance of doubt, the term consultant as used in this Section 10.5 shall not include Consultant, nor will any of Consultant's actions, or otherwisethe actions of the employees or agents thereof, then be deemed to be the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyactions of Customer.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each 7.1 In view of the Initial Subscribers acknowledges unique and agrees valuable services that it will have access Employee has rendered and is expected to and become familiar with certain confidential information and trade secrets relating render to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management Employee's knowledge of the Company, each business of the Initial Subscribers agree Company and proprietary information relating to the business of the Company and similar knowledge regarding the Company that it Employee has obtained and is expected to obtain during the course of his employment with the Company and in consideration of the compensation to be received by Employee hereunder, Employee agrees that during the Employment Period and for a period of twenty four months immediately following the termination or expiration thereof (the Employment Period he will notnot compete with, or, directly or indirectly, whether voluntarily own, manage, operate, control, loan money to, or involuntarilyparticipate in the ownership, engage operation or control of, or be connected with as a director, partner, consultant, agent, independent contractor or otherwise, or acquiesce in the use of his name in any other business activity within the United States that or organization which is in competition or is reasonably expected to be in competition with the Company in any geographical area in which the Company is then conducting business or which performs services any geographical area in which, to the knowledge of Employee at the time of cessation of employment, the Company plans to conduct business within twenty four months from the date thereof 7.2 Employee will not, during the twenty-four months following termination, solicit or sells goods which are similar to those provided, soldinterfere with, or contemplated endeavor to be provided or sold, by entice away from the Company, any of its employees or customers without the written consent of the Company or unless such employee is Employee's personal secretary. (b) 7.3 Since the damages to the Company resulting from a breach of these the provisions of this Section 7 could not adequately be compensated by money damagesdamages and will cause irreparable injury to the Company, the Company shall be entitled toentitled, in addition to any other right or remedy available to it, to an injunction or restraining order restraining such breach or a threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawtherewith, and Employee hereby consents to the issuance of any such injunction or restraining order. The Initial Subscribers agree Employee agrees that the provisions of this paragraph Section 7 are reasonable and necessary and reasonable to protect the Company in the conduct of and its business. It is the desire and intent of the parties that the provisions of this Section 7 shall be enforced to the fullest extent permitted under the public policies and laws applied in each jurisdiction in which enforcement is sought. If any restriction contained in this paragraph Section 7 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration, duration or geographical scope hereofthereof, or otherwise, then the Court court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, provision hereof and in its reduced form, form such restriction shall then be enforceable in the manner contemplated hereby. 7.4 No provision of this Agreement shall be deemed to preclude Employee from serving as a director on the board of companies not in competition with the Company or of charitable organizations, provided, that any such directorship or consulting activities do not reduce Employee's ability to attend to his duties on behalf of the Company.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in In order that Purchaser may have and enjoy the Company, each full benefit of the Initial Subscribers acknowledges Business, the Other Sellers and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and Seller agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of three (i) five (53) years from commencing on the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in Closing Date, Seller Parent, the Company so as to result in total ownership of less than a two percent (2%) equity interest in the CompanyOther Sellers and Seller will not, and resigned from will cause their Subsidiaries not to, without the management express written approval of the CompanyPurchaser, each of the Initial Subscribers agree that it will notengage, directly or indirectly, whether voluntarily in a Competing Business or involuntarily, engage acquire more than fifteen percent (15%) of the outstanding equity interest in any business activity within Business Competitor, in each case other than the United States Retained Business. Seller agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-competition provisions of the Asset Purchase Agreement between Angel and an Affiliate of Seller, dated as of August 14, 2005, as amended (the “Semiconductor Business Purchase Agreement”); provided that is all costs and expenses incurred in competition connection with the enforcement of such rights shall be borne exclusively by Purchaser. For purposes of this Section 6.9: (i) “Competing Business” shall mean developing, manufacturing, selling or is servicing any of the Storage Products for or to third parties and (ii) “Business Competitor” shall mean any Person that derived more than 40% of its consolidated gross revenues from Competing Businesses during the four fiscal quarters prior to the Seller Parent, Other Sellers, Seller or any of their Subsidiaries’ entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. Notwithstanding the foregoing, none of the Seller Parent, Other Sellers, Seller or any of their Subsidiaries shall be precluded from: (a) engaging in those businesses that are engaged in as of the date of the Closing through the Retained Business, and reasonably expected to be in competition with or foreseeable extensions of those businesses and the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided products manufactured or sold, by and the Company. services developed or provided in connection therewith; (b) Since acquiring, merging with or consolidating with an entity which, at the damages time of the parties’ agreement to enter into such transaction is not a Business Competitor and extensions of any business of such entity or its Subsidiaries; (c) being acquired by means of any business combination (including an asset purchase, merger or consolidation) by any Person; (d) engaging in any merger, consolidation or any other business combination with any Person not subject to clause (c) if the Company stockholders of the Seller Parent, Other Sellers or Seller immediately prior to consummation of such transaction will own 50% or less of the outstanding common stock of the resulting from or surviving entity (or the parent thereof); (e) the development, manufacture, supply, distribution, sale, support and maintenance of Storage Products as a breach component of these provisions could not adequately be compensated by money damagesa product sold by, the Company shall be entitled or incidental to, in addition to a Retained Business, a reasonably expected or foreseeable extension of a Retained Business, or any other right business of the Other Sellers, Seller or remedy available to it, an injunction restraining such breach their Subsidiaries that is not itself a violation of Section 6.9; or threatened breach, and (f) engaging in any case no bond Competing Business engaged in by the Other Sellers, Seller or other security shall be required their Subsidiaries as a result of any transaction contemplated by clause (b) or (d) and any extensions of such Competing Business. Following any acquisition as described in connection therewith except as required by law. The Initial Subscribers agree that the foregoing clause (c), the provisions of this paragraph are necessary Section 6.9 shall continue to apply solely to Seller Parent, Seller and reasonable their Subsidiaries, and not to protect any other Affiliates of Seller. Notwithstanding the Company in foregoing, the conduct provisions of its business. If this Section 6.9 shall not restrict the Seller Parent, Other Sellers and Seller or any restriction contained in this paragraph shall of their Subsidiaries from acquiring and operating any Business Competitor so long as (i) the Seller Parent, Other Sellers, Seller or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within one year of such transaction such that an acquisition by the Seller Parent, Other Sellers, Seller or such Subsidiary of the retained portion of the Competing Business would be deemed invalidpermissible under the terms of the foregoing clause (b); and (ii) while owned, illegal the Seller Parent, Other Sellers and Seller and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or unenforceable Licensed Business Intellectual Property Rights held by reason the Other Sellers, Seller or their Subsidiaries prior to the date of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyacquisition.

Non-Competition. (a) As You acknowledge and agree that that the Company is engaged in a condition highly competitive and global business, and that by virtue of its ownership of a Membership Interest in the senior executive position you held with the Company, each and your knowledge of the Initial Subscribers acknowledges and agrees that it will have access to trade secrets and become familiar with certain other confidential information and trade secrets relating belonging to the Company's operations, customersengaging in a business which is directly competitive with the Company will cause it great and irreparable harm. Accordingly, and other informationin consideration for the substantial payments to be made to you under this Agreement, and that much you agree that, except with prior written permission of the information that Company, you shall not, during the Initial Subscribers will Notice Period and for a period of one (1) year following the Departure Date, directly or indirectly (individually or on behalf of other persons) own, manage, operate, engage in, or control, or be exposed employed in a capacity similar to constitute trade secrets the positions you held with the Company, or render consulting or other services to, any person, firm or corporation engaged in the insurance or reinsurance business or any other business in which the Company is, or has announced an intention to become, engaged in at any time during your employment with the Company. In recognition of the global nature of the Company’s business which includes the sale of its products and services globally, this restriction shall apply in Bermuda, Zurich, Switzerland and throughout the United States of America. Nothing contained in this Section 9 shall be deemed to prohibit you from (i) acquiring, solely as a passive investment, no more than 5% of the total outstanding securities of any publicly-held corporation except with prior written permission of the Company. The Initial Subscribers understand You acknowledge and agree that the Company has a legitimate interest that, in assuring that such confidential information and trade secrets are not used by any light of the Initial Subscribers in a manner that would be disadvantageous substantial payments being made to the Company. As a result, in exchange for the consideration provided you pursuant to this Subscription Agreement, for strict compliance with this Section 10 will not interfere with your livelihood. In the event of a period equal to the greater breach by you of this Section 9, you agree that (i) five (5) years from the date of signing of any payments otherwise due to you under this Subscription Agreement; or Agreement which have not yet been paid will be forfeited, and (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce demand and you shall have the obligation to pay back to the Company a pro-rata portion of the sums already paid to you under this Agreement as set forth in Section 5(a) hereof (where such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, pro-rata portion is determined by multiplying the sums already paid to you by a fraction where the numerator is the number of days remaining on the one year restriction set forth above at the time of such restriction shall then be enforceable in breach and the manner contemplated herebydenominator is 365).

Non-Competition. To further preserve the Confidential Information, you agree that for twelve (a12) As a condition of its ownership of a Membership Interest months after employment ends (the “Restricted Period”), you will not work, directly or indirectly, as an employee, contractor, officer, owner, consultant, or director, in any business anywhere in the world that sells hosting and information technology services substantially similar to those services provided by the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of namely (i) five provisioning, hosting, management, monitoring, supporting, or maintenance of applications, computer servers (5whether dedicated, shared or virtual) years from and network connectivity in a datacenter for remote use via the date of signing of this Subscription Agreement; or Internet, (ii) two hosted email, storage, collaboration, computer, virtual networking and substantially similar services, and (2iii) years after all substantially similar related services, all of the foregoing being defined for the purposes of this Agreement as “Hosting.” Provided, that the foregoing restriction shall not prevent Employee from becoming an employee of or contractor for a division of any Hosting company that does not provide Hosting services, as long as you do not, for the Restricted Period, perform services, (including but not limited to providing information, advice, strategy, recruiting or any other interaction with regard to business matters) for a division of such time as any Initial Subscriber company that provides Hosting services. Notwithstanding the foregoing, you shall have transferred be permitted to acquire a passive stock or sold equity interest in such portion of its Membership Interest in a business, provided that the Company so as to result in total ownership of less stock or other equity interest acquired is not more than a two percent (2%) equity of the outstanding interest in such business. The Restricted Period outlined above will be tolled and will not run during any such time that you are in breach of the Companyrestrictive covenants in section 8, 9 and 10 , and resigned from once tolled will not begin to run again until such time as all violations have ceased. You recognize that the management restrictions in this section may substantially limit your future flexibility in many ways. You acknowledge you have received adequate consideration for the promises and restrictions set forth in this agreement. You agree to waive any objection to the validity of the Companythese restrictions and acknowledge that these limited prohibitions are reasonable as to time, each geographical area and scope of the Initial Subscribers activities to be restrained and that these limited prohibitions do not impose a greater restraint than is necessary to protect Rackspace’s goodwill, proprietary information and other business interests. You further agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall covenants will result in irreparable damage and injury to Rackspace and that Rackspace will be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and injunctive relief in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that court of competent jurisdiction without the provisions necessity of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If posting any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebybond.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to the greater of (i) five (5) years from immediately following the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, whether voluntarily as a principal, stockholder, joint venturer or involuntarilyotherwise, engage operate, perform or have any ownership interest in any business activity within the United States that is in competition designs, develops, manufactures, markets, sells, installs or is reasonably expected to be distributes products in competition with the Company Seller Business starting at the border of Mexico, San Ysidro crossing and extending into the United States seventy-five (75) miles, except that Seller may purchase or otherwise acquire by merger, purchase of assets, stock (including investing as a minority shareholder), controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which performs services is not in competition with the Seller Business, provided that Seller may not provide any such business access or sells goods which license to any of the Assigned Intellectual Property for use in any business that competes with the Seller Business. For the purposes of this Section 5.10(a), ownership of securities of a company whose securities are similar to those provided, sold, or contemplated publicly traded under a recognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be provided competition with the Seller Business, and a Person shall not be considered to be in the “primary business” of competing with the Seller Business if such Person derives less than 20% of its revenues from products that compete with the Seller Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.10 shall not apply to any entity that acquires all or sold, by the Companypart of Seller in any transaction. (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.10(a) constitute a material inducement to the Company resulting from Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at Law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. circumstances. c) If any restriction provision contained in this paragraph Section shall for any reason be deemed held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.10, but this Section 5.10 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 reason of extent, duration, geographical scope hereofapplicable Law, or otherwisein any way construed to be too broad or to any extent invalid, then such provision shall not be construed to be null, void and of no effect, but to the Court making extent such determination provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall have construe and interpret or reform this Section 5.10 to provide for a covenant having the right to reduce such extentmaximum enforceable geographic area, duration, geographical scope or time period and other provisions hereof, and, in its reduced form, (not greater than those contained herein) as shall be valid and enforceable under such restriction shall then be enforceable in the manner contemplated herebyapplicable Law.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and Participant agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years 12 months from the date of signing the termination of this Subscription Agreement; or Participant’s employment (ii) two “Termination Date”), Participant shall not, anywhere within the Territory (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notdefined below), directly or indirectly, whether voluntarily acting individually or involuntarilyas an owner, engage shareholder, partner, employee, contractor, agent or otherwise (other than on behalf of an Atlas Affiliate): (a) provide services that are the same as or similar in function or purpose to the services Participant provided to the Atlas Affiliate(s) during the last two years of employment (the “Look Back Period”) or such services that are otherwise likely or probable to result in the use or disclosure of Confidential Information to a business whose products and services include those aspects of the Business regarding which Participant had material involvement or received Confidential Information about during the Look Back Period (such products and services being “Competing Products and Services” and such business being a “Restricted Business”); and/or (b) own, receive or purchase a financial interest in, make a loan to, or make a monetary gift in support of, any such Restricted Business. Notwithstanding the foregoing prohibited conduct, Participant may own, directly or indirectly, solely as an investment, securities of any business activity within traded on any national securities exchange. Nothing herein shall be construed to prohibit Participant’s employment in a separately operated subsidiary or other business unit of a company that would not be a Restricted Business but for common ownership with a Restricted Business, so long as written assurances regarding the non-competitive nature of Participant’s position that are satisfactory to the Company and have been provided by Participant and the new employer in advance. “Territory” shall be defined as any area in the United States where any Atlas Affiliate has an office or conducts business on a regular basis or has planned to conduct business on a regular basis at any time during the 12 months prior to termination. In the event that is the covenants and restrictions of this provision are in competition or is reasonably expected to be in competition conflict with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to itemployment related document executed by Participant, an injunction restraining such breach or threatened breach, then this Agreement controls and in any case no bond or supersedes all other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions documents for purposes of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyclause.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for For a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in Effective Date, the Company, and resigned from the management of the Company, each of the Initial Subscribers agree Seller agrees that it will not, directly or indirectly, whether voluntarily engage or involuntarilyinvest in, engage own, manage, operate, license, finance, control, or participate in the ownership, management, operation, financing, or control of, be associated with, or in any business activity within manner connected with any Person involved in the United States development, marketing and sales of any "competitive product" except as an authorized reseller of the Purchaser pursuant to a written agreement. For purposes of this Agreement, a "competitive product" shall mean any product that is provides features to perform as a remote access server, communications server, terminal server or print server, and any product that provides functions for remote console management or network management. The Seller acknowledges that the restrictions contained in competition or is reasonably expected this Section 5.3 are reasonable and necessary to be in competition with protect the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, legitimate interests of the Purchaser and that any breach by the Company.Seller of any provision hereof will result in irreparable injury to the Purchaser. The Seller acknowledges that, in addition to all remedies available at law, the Purchaser shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Such equitable relief for earnings and profits shall not exceed $100,000 in the first and second year after the Effective Date; $90,000 in the third year after the Effective Date; $80,000 in the fourth year after the Effective Date and $70,000 in the fifth year after the Effective Date. The Purchaser shall not be required to post any bond or other security in connection with any proceeding to enforce this Section 5.3. The Seller may, however: (a) sell up to 200 units from its IntelliServer Slimline product line from components owned by the Seller on the Effective Date; (b) Since license or sell the damages to technology for the Company resulting from a breach of these provisions could not adequately be compensated by money damagesTitan Product Line, however, the Company shall be entitled to, in addition Purchaser has a right of first refusal to accept and enter into any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree transaction with the Seller that the provisions Seller has agreed to in an arms length transaction with an unrelated third party; and (c) resell an unrelated third party's hardware for purposes of this paragraph are necessary offering to its service and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal support customers a remote console management or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebynetwork management solution.

Non-Competition. (a) As a condition of In the event that Scrushy's employment under this Agreement shall terminate during its ownership of a Membership Interest in the Companyterm, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant period of time with respect to this Subscription Agreement, for a period equal which Scrushy is entitled to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years receive compensation hereunder after such time as any Initial Subscriber termination, Scrushy shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily own, operate, be employed by, be a director of, act as a consultant for, be associated with, or involuntarilybe a partner or have a proprietary interest in, engage any enterprise, partnership, association, corporation, joint venture or other entity, which is competitive with the rehabilitation business of HEALTHSOUTH, or any subsidiary or affiliate thereof, in any county in a state where HEALTHSOUTH or its subsidiaries or affiliates are conducting such business activity within at the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those time of such termination; provided, soldhowever, or contemplated to that if such termination shall occur as a result of the causes enumerated in Section 8(f) of this Agreement, this Section 9 shall be provided or sold, by the Companyvoid and shall be of no further force and effect. (b) Since The parties have entered into this Section 9 of this Agreement in good faith and for the damages reasons set forth in the recitals hereto and assume that this Agreement is legally binding. If, for any reason, this Agreement is not binding because of its geographical scope or because of its term, then the parties agree that this Agreement shall be deemed effective to the Company resulting from widest geographical area and/or the longest period of time (but not in excess of one year) as may be legally enforceable. (c) Scrushy acknowledges that the rights and privileges granted to HEALTH- SOUTH in this Section 9 are of special and unique character, which gives them a peculiar value, the loss of which may not be reasonably or adequately compensated for by damages in an action of law, and that a breach thereof by Scrushy of this Agreement will cause HEALTH- SOUTH great and irreparable injury and damage. Accordingly, Scrushy hereby agrees that HEALTHSOUTH shall be entitled to remedies of injunction, specific performance or other equitable relief to prevent a breach of these provisions could this Section 9 of this Agreement by Scrushy. This provision shall not adequately be compensated by money damages, the Company shall be entitled to, in addition to construed as a waiver of any other right rights or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, remedies HEALTHSOUTH may have for damages or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition. (a) As a condition In order to induce Buyer to enter into this Agreement, and for other good and valuable consideration, the sufficiency of its ownership of a Membership Interest in the Companywhich is hereby acknowledged, each of the Initial Subscribers acknowledges and Seller agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from following the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of Closing Date, neither Seller nor its Membership Interest Affiliates shall, anywhere in the Company so as to result in total ownership of less than a two percent world (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not"Restricted Area"), directly or indirectly, whether voluntarily invest in, own, manage, operate, finance, control, advise, aid or involuntarilyassist, engage act as a broker for, render services to, be employed by or guarantee the obligations of any Person engaged in or planning to become engaged in the Business; provided, however, that nothing in this Agreement shall restrict Seller's right to, directly or indirectly own an equity interest in any business activity within Person engaged in the United States Business whose securities are listed on a recognized stock exchange, so long as the interest of Seller in such Person does not exceed ten percent (10%) of the outstanding securities of any class of such Person. With respect to the covenants and agreements set forth in this Section 9(E), Seller agrees that is it may be impossible to measure in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since monetary terms the damages which will accrue to the Company resulting from Buyer by reason of an actual breach by it of such covenants and agreements, that a breach violation of these provisions could not adequately be compensated by money damagessuch covenants and agreements will cause irreparable injury to Buyer, the Company and that Buyer shall be entitled toentitled, in addition to any other right rights and remedies it may have, at Law or remedy available in equity, to it, apply to a court of competent jurisdiction for an injunction restraining to restrain Seller from violating, or continuing to violate, such breach or threatened breach, covenants and in any case no bond or other security shall be required in connection therewith except as required by lawagreements. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained Nothing in this paragraph Section 9(E) shall be deemed invalidto limit Buyer's right to recover damages caused by any actual breach by Seller. Seller acknowledges and agrees that the current market for the Business extends throughout the entire world, illegal and it is therefore reasonable to prohibit Seller from competing with Buyer anywhere in the world directly or unenforceable by reason of extent, duration, geographical scope hereofindirectly, or invest in, engage (either directly or indirectly, on its own behalf or as a partner, member, owner, director, officer, employee, agent, contractor, shareholder or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and), in its reduced form, such restriction shall then be enforceable in any enterprise competing directly or indirectly with the manner contemplated herebyBusiness.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in Seller will not compete with Buyer during the Company, each term of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersServices Agreement, and other information, and that much for two years following its termination. During the term of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand Services Agreement and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber following its termination, Seller shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily own, operate, manage or involuntarilycontrol, engage or participate in the ownership, operation, management or control of, or be connected with or have any interest in or license or sublicense any Intellectual Property Rights to any enterprise, person, firm, corporation or business activity within the United States that is engaged in competition the commercial delivery of telephonically - based triage services (including referral and health care assessment services delivered as part of telephonically based triage services) or is reasonably expected that licenses clinical triage algorithms and guidelines for use by others in the provision of telephonically - based triage services, provided that this covenant shall not apply to be the activities of Managed Health Network, Inc. as conducted on the date hereof and shall not prohibit the Seller from (i) providing provider referral services to Members (as defined in competition with the Company or which performs services or sells goods which are similar to those provided, soldServices Agreement), or contemplated (ii) undertaking utilization review relating to be provided Members. Notwithstanding the foregoing, if there is a change of control of Seller such that more than fifty percent (50%) of the ownership interest with respect to Seller prior to such change of control event is held after such event by an unrelated person or sold, by entity (the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach"ACQUIROR"), and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary such Acquiror operates telephonically-based triage services, such Acquiror and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination Seller shall have the right right, at its discretion, either to reduce (i) extinguish the noncompetition covenant set forth herein by making a liquidated damages payment of Ten Million Dollars ($10,000,000) in immediately available funds to Buyer, or (ii) extinguish the noncompetition covenant set forth herein by extending the term of the Services Agreement until the date two (2) years from the later of the previously-existing date of termination thereunder or the date of consummation of such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable change of control of Seller and maintaining services pursuant thereto during the extension period for at least as many Members (as defined in the manner contemplated herebyServices Agreement) as were receiving services pursuant thereto immediately prior to the earlier of Seller's execution of an agreement in connection with such change of control or public announcement that either an offer had been made to consummate, or Seller was in discussions to consummate, a change in control.

Non-Competition. (a) As a condition 5.3.1. Holl▇▇▇▇▇ ▇▇▇ees that neither it nor any of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementsubsidiaries will, for a period equal to the greater of (i) five (5) years from after the date Closing Date, without the prior written consent of signing of this Subscription Agreement; HCPH, either directly or (ii) two (2) years after such time as indirectly, undertake or carry on or be engaged or have any Initial Subscriber shall have transferred financial interest in any newspaper, shopper or sold such portion of its Membership Interest other similar publication carrying advertising, for which the circulation or distribution is primarily in the Company communities where the Newspapers are currently published or within a radius of ten (10) miles of the centre point of any such community (such geographic area being hereinafter referred to as the "Restricted Area"); provided, however, that the foregoing provisions shall not apply to (A) the publication or the future acquisition of any publication that is circulated to a national market so long as to result in total ownership of less than a two percent (2%) equity interest such newspaper does not publish or distribute any regional, community, zoned or similar edition in the Company, and resigned from Restricted Area; (B) the management of the Company, each of the Initial Subscribers agree that it will notownership, directly or indirectly, whether voluntarily of less than five percent (5%) of any class of securities of any publicly-traded company; or involuntarily(C) for greater certainty, engage prohibit the interest that Holl▇▇▇▇▇ ▇▇▇ in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those providedHCPH, soldSoutham Inc., or contemplated to be provided or soldThe Financial Post Company, by the CompanySaturday Night Magazine Limited, and their respective subsidiaries and operations. (b) Since 5.3.2. Holl▇▇▇▇▇ ▇▇▇nowledges that in the event of any violation of the covenants contained in this section 5.3.1 hereof, HCPH's damages will be difficult to the Company resulting from a breach of these provisions could not adequately ascertain and HCPH's remedy at law will be compensated by money damagesinadequate. Accordingly, the Company shall be entitled toHoll▇▇▇▇▇ ▇▇▇ees that, in addition to such remedies as HCPH may have at law, HCPH shall be entitled to specific performance of such covenants hereunder and to an injunction to prevent any continuing violation thereof. 5.3.3. If any of the provisions of or covenants contained in this section hereof is hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other right jurisdiction, which shall be given full effect, without regard to the invalidity or remedy available unenforceability in such other jurisdiction. If any of the provisions of or covenants contained herein is held to it, an injunction restraining such breach or threatened breach, and be unenforceable in any case no bond jurisdiction because of the duration or other security shall be required in connection therewith except as required by law. The Initial Subscribers geographical scope thereof, the parties agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court court making such determination shall have the right power to reduce such extent, duration, the duration or geographical scope of such provision or other provisions hereof, covenant and, in its reduced form, said provision or covenant shall be enforceable; provided, however, that the determination of such restriction court shall then be enforceable not affect the enforceability of section 5.3.1 in the manner contemplated herebyany other jurisdiction.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Except for compliance with the milk donation agreement in the CompanyState of Minnesota, each the sale and distribution of institutional sour cream, the sale and distribution of dairy and non-diary creams of four ounces or less, and rights that revert back to Seller or that Seller buys back pursuant to one of the Initial Subscribers acknowledges Ancillary Agreements, or the license agreements that Seller has with Hood and Darigold, Seller covenants and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as following Closing, neither it nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notaffiliates shall engage, directly or indirectly, whether voluntarily in the manufacture, sale or involuntarilydistribution of Products, engage other than products sold or distributed through the joint venture under the Joint Venture Agreement, in any the territory consisting of the continental United States'; provided that Seller shall not be deemed in violation of this Section 13.7 to the extent that after the date hereof, Seller purchases and operates a business activity within the United States acquired by Seller through purchase, merger or joint venture that is engaged directly or indirectly in competition the manufacture, sale or is reasonably expected to be in competition with distribution of Products at the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by time of purchase if (i) the Company. (b) Since sales of such Products constitute less than 33% of the damages total sales of the acquired entity immediately prior to the Company resulting from transaction or (ii) within one year of such transaction Seller disposes of that portion of the acquired business that engages in the non-compete business to a person that is not an affiliate of Seller. Because the breach of these provisions could the covenants and agreements in this Section 13.7 will result in immediate and irreparable injury to Buyer, for which Buyer may not adequately be compensated by money damageshave an adequate remedy at law, the Company Seller agrees that Buyer shall be entitled to, to ▇▇▇ in addition equity to any other right or remedy available to it, an injunction restraining enjoin such breach or threatened anticipated breach, and to seek any and all legal and equitable remedies to which Buyer may be entitled in the event of such breach or anticipated breach. In the event that any case no bond or other security provision of this Section 13.7 relating to the restrictive period and/or the territory shall be required in connection therewith except as required declared by a court of competent jurisdiction to exceed the maximum time period or geographical area such court deems reasonable and enforceable under applicable law. The Initial Subscribers agree that , the provisions time period and/or area of restriction held reasonable and enforceable by the court shall thereafter by the restrictive period and/or territory under this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyAgreement.

Non-Competition. (a) As a condition During the Employment Period and after termination of its ownership of a Membership Interest Executive’s employment hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the CompanyRestricted Business Activities, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsas defined below, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) ending two (2) years after the date of termination of Executive’s employment (the “Non-compete Period”) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term “Restricted Business Activities” shall mean any business which markets and sells to customers of a class or category to which the FGX Group markets and sells at the time Executive’s employment terminated products or services marketed and sold by the FGX Group at such time as any Initial Subscriber or products or services which at such time the FGX Group was actively considering marketing and selling to such customers. During the Non-compete Period, Executive shall have transferred or sold such portion of its Membership Interest in not, without the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management written approval of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily either as an individual, partner, joint venturer, employee or involuntarilyagent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in any business activity within or have a proprietary interest in the United States that is in competition or is reasonably expected to be in competition with Restricted Business Activities other than the ownership of (a) the stock of the Company or which performs services or sells goods which are similar to those providedthen held by Executive, sold, or contemplated to be provided or sold, by the Company. and (b) Since no more than five percent (5%) of the damages securities of any other publicly-held company. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to the Company resulting from a breach of these provisions could not adequately FGX Group that would be compensated by difficult to quantify and for which money damagesdamages would be inadequate, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company party included in the conduct definition of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination FGX Group shall have the right to reduce injunctive relief to prevent or restrain any such extentviolation, durationwithout the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope or other provisions hereofof such obligations is unreasonable in light of the circumstances as they then exist, and, then it is the intention of both Executive and the Company that Executive’s obligations under this Section 9 shall be construed by the court in its reduced form, such restriction shall a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then be enforceable in exist and necessary to assure the manner contemplated herebyCompany of the intended benefit of Executive’s obligations under this Section 9.

Non-Competition. (a) As a condition of In order that Buyer and its ownership of a Membership Interest in Affiliates may have and enjoy the Company, each full benefit of the Initial Subscribers acknowledges Business, Seller and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and its Affiliates agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from commencing on the date Closing Date, neither Seller nor any of signing its Affiliates will, without the express written approval of Buyer, directly or indirectly engage in, manage, own, operate, invest in, acquire or loan money to, any business which is a Competing Business. Notwithstanding the foregoing, the provisions of this Subscription Agreement; Section 5.7(a) shall not restrict Seller or (ii) two (2) years after any of its Affiliates from acquiring and operating any Competing Business so long as Seller or such time as any Initial Subscriber shall have transferred Affiliate divests all or sold such a portion of its Membership Interest the Competing Business conducted by such Person within six months of such transaction such that an acquisition by Seller or such Affiliate of the retained portion of the Competing Business would be permissible under the terms of this Section 5.7(a); provided that Seller or such Affiliate shall, at least thirty (30) days prior to such divestiture, deliver an offer notice to Buyer containing the price and terms of such divestiture. Such offer notice shall be deemed to be an offer of the Competing Business to Buyer on the same terms and conditions as proposed by such third party. Buyer shall first have the right, but not the obligation, to purchase all or a portion of the Competing Business specified in the Company so as offer notice at the price and on the terms specified therein by delivering written notice of such election to result in total ownership of less than a two percent Seller or such Affiliate within thirty (2%30) equity interest in days after the Company, and resigned from the management delivery of the Company, each offer notice. (b) If Buyer (or a transferee of the Initial Subscribers agree that it will notBuyer) transfers, directly or indirectly, whether voluntarily by sale of stock, merger, sale of assets or involuntarilyotherwise, engage any part of the Business to one or more third parties, Seller’s agreements in this Section 5.7 shall continue with respect to such third party transferees and each transferee shall have the same rights as Buyer hereunder. The parties agree that the remedy at law for any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately any obligation under this Section 5.7 will be compensated by money damages, the Company shall be entitled to, inadequate and that in addition to any other right rights and remedies to which they may be entitled hereunder, at law or remedy available in equity, Buyer and its transferees shall be entitled to it, an injunction restraining such breach or threatened breach, injunctive relief and reimbursement for all reasonable attorney’s fees and other expenses incurred in connection with the enforcement hereof. In the event this Section 5.7 is held to be in any case no bond respect an unreasonable restriction upon Seller or any of its Affiliates by any court having competent jurisdiction, the court so holding may reduce the territory to which this Section 5.7 pertains and/or the period of time for which it operates, or effect any other security change to the extent necessary to render this Section 5.7 enforceable by such court. As so modified this Section 5.7 will continue in full force and effect. Such decision by a court of competent jurisdiction shall not invalidate this Agreement, but this Agreement shall be required in connection therewith except interpreted, construed and enforced as required by law. The Initial Subscribers agree that the provisions not containing such invalidated provision. (c) For purposes of this paragraph are necessary and reasonable to protect the Company Section 5.7, “Competing Business” means any Person engaged in the conduct business of its business. If developing, marketing, providing treatments and selling non-invasive surgical solutions by shock wave technology for treatment of (i) skin wounds in humans and animals or (ii) any restriction contained condition in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyanimals.

Non-Competition. During the term of your employment with Skyworks and for the first twenty-four (a24) As a condition months after the date on which your employment with Skyworks is voluntarily or involuntarily terminated (the “Noncompete Period”), you will not engage in any employment, consulting or other activity that competes with the business of its ownership Skyworks or any subsidiary or affiliate of Skyworks (collectively, the “Company”). You acknowledge and agree that your direct or indirect participation in the conduct of a Membership Interest competing business alone or with any other person will materially impair the business and prospects of Skyworks. During the Noncompete Period, you will not (i) attempt to hire any director, officer, employee or agent of Skyworks, (ii) assist in the Companysuch hiring by any other person, each (iii) encourage any person to terminate his or her employment or business relationship with Skyworks, (iv) encourage any customer or supplier of the Initial Subscribers acknowledges and agrees that it will have access Skyworks to and become familiar terminate its relationship with certain confidential information and trade secrets relating to the Company's operationsSkyworks, customersor (v) obtain, and or assist in obtaining, for your own benefit (other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets than indirectly as an employee of the Company) any customer of Skyworks. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by If any of the Initial Subscribers restrictions in a manner that would this Section 2 are adjudicated to be disadvantageous excessively broad as to scope, geographic area, time or otherwise, said restriction shall be reduced to the Companyextent necessary to make the restriction reasonable and shall be binding on you as so reduced. As a resultAny provisions of this section not so reduced will remain in full force and effect. It is understood that during the Noncompete Period, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal you will make yourself available to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management for consultation on behalf of the Company, each upon reasonable request and at a reasonable rate of compensation and at reasonable times and places in light of any commitment you may have to a new employer. You understand and acknowledge that the Company’s remedies at law for breach of any of the Initial Subscribers restrictions in this Section are inadequate and that any such breach will cause irreparable harm to Skyworks. You therefore agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition and as a supplement to such other rights and remedies as may exist in Skyworks’ favor, Skyworks may apply to any other right or remedy available court having jurisdiction to it, an injunction restraining such breach or threatened breachenforce the specific performance of the restrictions in this Section, and in may apply for injunctive relief against any case no bond or other security shall be required in connection therewith except as required by lawact which would violate those restrictions. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalidA▇▇▇▇ ▇▇▇▇▇ Page 3 August 20, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.2007

Non-Competition. For a period of twelve (a12) As a condition of its ownership of a Membership Interest in the Companymonths following your termination date, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and you agree that the Company has you will not commence employment with, act as a legitimate interest in assuring that such confidential information and trade secrets are not used by consultant to, or provide any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notother assistance to, directly or indirectly, whether voluntarily or involuntarily, engage in any scheduled passenger airline operating under United States FAA Part 121 as its primary source of revenue with its primary business activity being the transport of passengers between destinations within the United States that is in competition States. For purposes hereof, “affiliate” shall mean, with respect to any person or is reasonably expected to be in competition with the Company entity, any other person or which performs services or sells goods which are similar to those providedentity controlling, soldcontrolled by, or contemplated to under common control with, such person or entity. This provision may be provided or sold, waived by the Company. (b) Since , in its sole discretion, provided that no such waiver shall be deemed effective unless in writing and signed by an officer of the damages Company. You acknowledge that this restriction and the non-solicitation restrictions in part D, above, are reasonably necessary to protect the Company resulting from legitimate business interests of the Company, that they are not overbroad, and will not impair your ability to obtain employment commensurate with your abilities. Should the time period of the restrictions or scope in sections D or F be deemed unreasonable or unenforceable by a breach court of these competent jurisdiction, then the court may modify the scope of this Agreement with respect to those restrictions, and all remaining provisions could not adequately be compensated by money damagesshall remain in full force and effect as written. Should you violate the restrictions in sections D, F, or J, below, the Company shall may bring an action in state or federal court in Florida, and you expressly consent to jurisdiction and venue in such courts. In addition, for any such action brought by the Company, the parties hereto WAIVE ANY RIGHT TO A TRIAL BY JURY. You further agree that should you violate or threaten to violate the terms of these sections, the Company will suffer irreparable harm and will be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breachimmediate injunctive relief, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope recover any damages it may suffer or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyattorneys’ fees it may incur as a prevailing party as a result of your breach of these provisions.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for For a period equal to the greater of (i) five (5) years from commencing on the date Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of signing of this Subscription Agreementits Affiliates to, directly or indirectly, (i) engage in or assist any other Person 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 a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iiiii) two cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of Buyer in connection with the Business (2) years after such time as including any Initial Subscriber shall have transferred existing or sold such portion former client or customer of its Membership Interest in the Company so as to result in total ownership of less than Seller and any Person that becomes a two percent (2%) equity interest in the Company, and resigned from the management client or customer of the CompanyBusiness after the Closing), each or any other Person who has a material business relationship with Buyer in connection with the Business, to terminate or modify any such actual or prospective relationship with Buyer. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of the Initial Subscribers agree that it will 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 Person and does not, directly or indirectly, whether voluntarily own 5% or involuntarily, engage in more of any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyclass of securities of such Person. (b) Since the damages to the Company resulting from Seller acknowledges that a breach or threatened breach of these provisions could this ‎Section 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would not adequately be compensated an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by money damagesSeller of any such obligations, the Company shall be entitled toBuyer shall, in addition to any and all other right or remedy rights and remedies that may be available to itit in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction restraining such breach or threatened breachinjunction, specific performance and in any case no bond or other security shall relief that may be required in connection therewith except as required by law. The Initial Subscribers agree available from a court of competent jurisdiction (without any requirement to post bond). (c) Seller acknowledges that the provisions of restrictions contained in this paragraph ‎Section 6.06 are reasonable and necessary and reasonable to protect the Company in legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the conduct of its businesstransactions contemplated by this Agreement. If In the event that any restriction covenant contained in this paragraph ‎Section 6.06 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 invalidreformed, illegal in such jurisdiction to the maximum time, geographic, product or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope 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, and any such invalidity or unenforceability in its reduced form, any jurisdiction shall not invalidate or render unenforceable such restriction shall then be enforceable covenant or provision in the manner contemplated herebyany other jurisdiction.

Non-Competition. (a) As a condition In order to induce Buyer to enter into this Agreement, and for other good and valuable consideration, the sufficiency of its ownership of a Membership Interest in the Companywhich is hereby acknowledged, each of the Initial Subscribers acknowledges and Seller agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from following the date Closing Date, none of signing of this Subscription Agreement; Seller ,Optimal Plc., or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest their Affiliates shall, anywhere in the Company so as to result in total ownership of less than a two percent world (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not"Restricted Area"), directly or indirectly, whether voluntarily invest in, own, manage, operate, finance, control, advise, aid or involuntarilyassist, engage act as a broker for, render services to, be employed by or guarantee the obligations of any Person engaged in or planning to become engaged in the Business; provided, however, that nothing in this Agreement shall restrict Seller, Optimal Plc. and their Affiliates' right to, directly or indirectly own an equity interest in any business activity within Person engaged in the United States Business whose securities are listed on a recognized stock exchange, so long as the interest of Seller, Optimal Plc. and their Affiliates in such Person does not exceed ten percent (10%) of the outstanding securities of any class of such Person. With respect to the covenants and agreements set forth in this Section 9(E), Seller agrees that is it may be impossible to measure in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since monetary terms the damages which will accrue to the Company resulting from Buyer by reason of an actual breach by it of such covenants and agreements, that a breach violation of these provisions could not adequately be compensated by money damagessuch covenants and agreements will cause irreparable injury to Buyer, the Company and that Buyer shall be entitled toentitled, in addition to any other right rights and remedies it may have, at Law or remedy available in equity, to it, apply to a court of competent jurisdiction for an injunction restraining to restrain Seller from violating, or continuing to violate, such breach or threatened breach, covenants and in any case no bond or other security shall be required in connection therewith except as required by lawagreements. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained Nothing in this paragraph Section 9(E) shall be deemed invalidto limit Buyer's right to recover damages caused by any actual breach by Seller. Seller acknowledges and agrees that the current market for the Business extends throughout the entire world, illegal and it is therefore reasonable to prohibit Optimal from competing with Buyer anywhere in the world directly or unenforceable by reason of extent, duration, geographical scope hereofindirectly, or invest in, engage (either directly or indirectly, on its own behalf or as a partner, member, owner, director, officer, employee, agent, contractor, shareholder or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and), in its reduced form, such restriction shall then be enforceable in any enterprise competing directly or indirectly with the manner contemplated herebyBusiness.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in During the CompanyRestricted Period, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersParent shall not, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are shall cause its Subsidiaries not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notto, directly or indirectly, whether voluntarily individually or involuntarilyjointly, engage own any interest in, operate, join, control or participate in, any Person or business that engages in any business activity Competitive Activities within the United States Restricted Area. Notwithstanding the foregoing, the restrictions set forth in this Section 5.16 will not prohibit Parent or its Affiliates from: (i) acquiring all or any portion of the Equity Interests of any Person engaged in a Competitive Activity so long as the Competitive Activities do not account for more than 20% of the revenues of such Person and such revenues do not exceed $35 million (in each case, based on its latest annual financial statements); (ii) acquiring or holding of investments or direct or indirect ownership of any Equity Interests of any Person engaged in a Competitive Activity, so long as (A) such ownership interest represents not more than 5% of the aggregate voting power or outstanding Equity Interests of such Person and (B) neither Parent nor any of its Affiliates actively participates in the management or operation of such Person; (iii) conducting any business (other than the Business) conducted by Parent or any of its Subsidiaries as of the Effective Date; or (iv) providing services pursuant to the Transition Services Agreement. This Section 5.17(a) shall cease to apply to any Person at such time as it is no longer an Affiliate of Parent and shall not apply to any Person that purchases assets, operations or a business from Parent or its Affiliates if such Person is in competition or is reasonably expected to be in competition with not an Affiliate of Parent after the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. consummation of such transaction. (b) Since Parent acknowledge and agrees this Section 5.16 is reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the damages value of the Business and that Purchaser would not enter into this Agreement or consummate the Transactions in the absence of this Section 5.16. In light of the foregoing, each of the Parties recognizes and acknowledges that the restrictions and limitations set forth in this Section 5.16 are reasonable and valid in scope (including temporal scope) and in all other respects and are essential to protect the value of the Business and the businesses of Purchaser and its Affiliates after giving effect to the Company resulting from a breach consummation of these provisions could not adequately be compensated by money damagesthe Transaction. Without limiting the other terms of this Agreement, if any provision or term of this Section 5.16 or the Company application of any such provision or term to any Person or circumstance shall be entitled toheld invalid, illegal, or unenforceable in addition to any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other right or remedy available to it, an injunction restraining such breach or threatened breachprovision hereof, and in if any case no bond of the covenants contained herein are held to be invalid or other security shall be required in connection therewith except as required by law. The Initial Subscribers unenforceable because of the duration of such provisions or terms or the area or scope covered thereby, each of the Parties agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court court making such determination shall have the right power to reduce the duration and/or scope of such extentprovision or term to the maximum and/or broadest duration and/or scope permissible by applicable Law, duration, geographical scope or other provisions hereof, and, and in its reduced form, such restriction form said provision shall then be enforceable in the manner contemplated herebyenforceable.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanyEmployee agrees that, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsfullest extent permitted by law, customers, during the Term of this Agreement and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of one (i1) five (5) years from year after the date of signing termination of this Subscription Agreement; employment with Employer (for whatever reasons), Employee will not conduct business with Employer's customers, or (ii) two (2) years after act in any manner to solicit business from such time as customers or seek to hire any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management employee of the Company, each Employer or induce any person to leave the employ of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyEmployer. (b) Since In the damages event of a breach or threatened breach of the provisions in this clause, Employer shall be entitled to the Company resulting an injunction restraining such breach, it being recognized than any injury arising from a breach of these provisions could not adequately would be compensated by money damages, the Company irreparable and would have no adequate remedy at law; but nothing herein shall be entitled to, in addition to construed as prohibiting Employer from pursuing any other right or remedy available to it, an injunction restraining for such breach or threatened breach. In the event that Employee breaches or threatens a breach of this Agreement, Employer shall be entitled to have its reasonable legal fees and costs paid by the Employee for any legal services relating to the breach or threatened breach. (c) The parties hereto believe that these restrictive covenants are reasonable and are in no way intended to restrict Employee, upon termination of his employment with Employer, from continuing to earn a living, as an employee, in his prior trade, business specialty or other area of prior experience. However, if at any time it shall be determined by any court of competent jurisdiction that this covenant or any portion of it, as written, is unenforceable because the restrictions are unreasonable, the parties hereto agree that such portions as shall have been determined to be unreasonably restrictive shall thereupon be deemed so amended as to make such restrictions reasonable in the determination of such court, and in any case no bond or other security the said covenants, as so modified, shall be required in connection therewith except enforceable and enforced between the Parties to the same extent as required by lawif such amendments had been made prior to the date of any alleged breach of said covenants. The Initial Subscribers agree that the provisions For purposes of this paragraph are necessary and reasonable to protect 8, the Company in the conduct term Employer shall include all present affiliates, subsidiaries or parent companies of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyEmployer.

Non-Competition. (a) As a condition Seller and the Seller Shareholders acknowledge that the value to Purchaser and DDHC of the transactions provided for herein would be substantially diminished if Seller (or any of its ownership of a Membership Interest in the CompanyAffiliates, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by successors or assigns) or any of the Initial Subscribers in a manner that would be disadvantageous Seller Shareholders were to enter into business activities competitive with Purchaser (or any of its Affiliates) with respect to the CompanyBusiness for a reasonable period following the Closing Date. As a resultConsequently, as an inducement to Purchaser and DDHC to enter into this Agreement, and in exchange consideration of the payments, promises and representations of Purchaser and DDHC under this Agreement, Seller and the Seller Shareholders covenant and agree, for the consideration provided pursuant to this Subscription Agreementbenefit of Purchaser and its Affiliates, that, for a period equal to of five years following the greater of Closing Date (i) five (5) years from the date of signing of this Subscription Agreement; “Non-Competition Period”), neither Seller or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the CompanyAffiliates, and resigned from the management successors or assigns, nor any of the CompanySeller Shareholders, each of the Initial Subscribers agree that it will notengage in, or have any interest in, directly or indirectlyindirectly and anywhere in the world, whether voluntarily any person, firm, corporation or involuntarilyother entity engaged in the design, engage in any development, production, marketing, licensing, sale or distribution of products, services, business activity within the United States that is in competition or is technology (collectively, “Competitive Products”) which could reasonably expected be deemed to be in competition similar to or competitive with the Company products, services, business or which performs technology of the Business, and including, without limitation, products and services or sells goods which are similar to those provided, sold, under development or contemplated to be marketed or sold by Seller as of the Closing Date although not yet commercialized or not yet generally available; provided, however, that the foregoing covenant will not prohibit (i) any ownership by Seller or any Seller Shareholder of securities having no more than two percent of the outstanding voting power of any corporation or other entity the securities of which are publicly traded, provided Seller or sold, by the Companysuch Seller Shareholder has no other connection or relationship with such corporation or entity. (b) Since Seller and the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, Seller Shareholders acknowledge and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph foregoing covenants are commercially reasonable and reasonably necessary and reasonable to protect the Company interests Purchaser will acquire in the conduct of its business. Assets hereunder. (c) If any restriction court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants contained in this paragraph Section 6.1 because (i) the time limit applicable thereto is deemed unreasonable, or (ii) taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation or such restrictions contained therein (whether as to geographic area, scope of business or otherwise) shall be deemed invalid, illegal to be reduced to the extent necessary to permit the enforcement of such covenant or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebycovenants.

Non-Competition. (a) As a condition During the Term of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersthis Agreement, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal of twelve (12) months thereafter (the “Non–Competition Period”), REFERRING AGENT shall not contact, initiate contact with, or attempt to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companydo business with, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, either directly or indirectly, any Completed Client Introduction whether voluntarily an individual or involuntarilyan entity, engage and if an entity, any officer, director, manager, shareholder, member, consultant, employee, agent or other affiliate of such Completed Client Introduction, for the purpose of introducing such Completed Client Introduction to any competing individual or entity with a similar business to GTN’s Business. Additionally, at any time GTN is gathering information for a proposal to a Client Introduction (for the three month period set forth in Section 1 above) and/or Completed Client Introduction (for the Non– Competition Period) and/or providing pricing and terms to a Client Introduction (for the three month period set forth in Section 1 above) and/or Completed Client Introduction (for the Non–Competition Period), REFERRING AGENT shall not reveal any of the information for such proposal and/or such pricing and/or terms directly or indirectly to any competing individual or entity with a similar business activity within the United States to GTN’s Business. The Parties agree that any such action(s) by REFERRING AGENT shall cause GTN irreparable damage for which there is no adequate remedy at law. Accordingly, in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those providedsuch event, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company GTN shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining seek temporary and/or permanent injunctive relief against each such breach or threatened breachviolation from any court of competent jurisdiction immediately upon request, and in any case no without the need to obtain a bond or other security shall be required in connection therewith except as required by lawsecurity. The Initial Subscribers agree that right of GTN to seek injunctive relief shall not limit in any manner GTN’s right to seek other and/or additional remedies at law or in equity. If REFERRING AGENT violates any of the provisions of the previous paragraph of this paragraph are necessary Section with respect to a Completed Client Introduction, REFERRING AGENT shall pay to GTN any and reasonable all compensation paid to protect the Company in the conduct REFERRING AGENT pursuant to this Agreement within thirty (30) days of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable such finding by reason a court of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebylaw.

Non-Competition. (a) As a condition Subject to the exclusions and limitations set forth in Section 6.11(b), for the period of time beginning on the Closing Date and ending at 5:00 p.m. Houston, Texas, time on the day immediately before the first anniversary of the Closing Date, Seller shall not, and Seller shall not permit any of its ownership of a Membership Interest in the CompanyAffiliates to, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsdirectly or indirectly, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from engage in the date of signing of this Subscription AgreementRestricted Business in the Territory; or (ii) two (2) years after such time as have an interest in any Initial Subscriber shall have transferred Person that engages directly or sold such portion of its Membership Interest indirectly in the Company so as to result in total ownership of less than a two percent (2%) equity interest Restricted Business in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage Territory in any business activity within the United States that is in competition capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyconsultant. (b) Since Notwithstanding the damages foregoing, Seller shall not be prohibited from owning and/or operating the Excluded Assets and/or Retained Assets, and may fully engage in the Restricted Business in the Territory as to such Excluded Assets and/or Retained Assets. (c) If Seller breaches any of the Company resulting from a breach provisions of these provisions could not adequately be compensated by money damagesSection 6.11(a), Buyer shall have the Company following rights and remedies, each of which rights and remedies shall be entitled independent of the others and severally enforceable, and each of which is in addition to, and not in addition to lieu of, any other right or remedy rights and remedies available to itBuyer under law or in equity: (i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, an injunction restraining it being acknowledged and agreed that any such breach or threatened breach, breach may cause irreparable injury to Buyer and in that money damages may not provide an adequate remedy to Buyer; and (ii) the right and remedy to recover from Seller all monetary damages suffered by Buyer as the result of any case no bond acts or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree omissions constituting a breach of this Section 6.11. (d) Seller acknowledges that the provisions of restrictions contained in this paragraph Section 6.11 are reasonable and necessary and reasonable to protect the Company in legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the conduct of its businesstransactions contemplated by this Agreement. If In the event that any restriction covenant contained in this paragraph Section 6.11 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 invalidreformed, illegal in such jurisdiction to the maximum time, geographic, product or unenforceable by reason of extent, duration, geographical scope hereofservice, or otherwise, then other limitations permitted by applicable Law. The covenants contained in this Section 6.11 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 Court making such determination shall have the right to reduce such extent, duration, geographical scope remaining covenants or other provisions hereof, and, and any such invalidity or unenforceability in its reduced form, any jurisdiction shall not invalidate or render unenforceable such restriction shall then be enforceable covenant or provision in the manner contemplated herebyany other jurisdiction.

Non-Competition. (a) As a condition ​ A. The Restricted Party shall not, for itself or any other Person, compete with2 UFP or any of its ownership affiliates or subsidiaries including, after the Effective Time, the Company and its subsidiaries, or their respective successors (collectively, the “Related Entities”), during the Restricted Period. During the Restricted Period, the Restricted Party shall cause its current and future affiliates (other than the Related Entities) to not, for themselves or for any other Person (other than a Related Entity), compete with UFP or the Related Entities during the Restricted Period. Except for the specific obligations of a Membership Interest in this Section 2, nothing herein shall be construed to prohibit the CompanyRestricted Party from manufacturing, each of selling, or distributing any products or services that are not the Initial Subscribers acknowledges same as or directly competitive with products or services manufactured, sold, or distributed by the UFP or any Related Entity and related to the Business. ​ B. The Restricted Party further agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much provisions of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, Section 2 shall continue for a period equal to the greater of (i) five (5) years from the date Closing Date (the “Restricted Period”). ​ C. The Restricted Party acknowledges and agrees that: (i) compliance with this Agreement is necessary to protect UFP’s acquisition of signing of this Subscription Agreement; or the Business and goodwill; (ii) two a breach of this Agreement will irreparably and continuously damage UFP; and ​ (2iii) years after an award of money damages will not be adequate to remedy such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest harm. ​ D. The Restricted Party agrees that, in the Company event he, she or it breaches or threatens to breach any of the covenants set forth in this Section 2, UFP shall be entitled to both: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 Note to Draft: See definition of "compete with" above. ​ ​ (i) A preliminary or permanent injunction so as to result in total ownership of less than a two percent (2%) equity interest in prevent the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such threatened breach or threatened the continuation of such breach, and in without any case no requirement to post a bond or other security shall security; and ​ (ii) Money damages, insofar as they can be required determined, including without limitation, all reasonable and documented costs and attorneys’ fees incurred by UFP in connection therewith except as required by law. The Initial Subscribers agree that enforcing the provisions of this paragraph are necessary Agreement. Any monetary damages under this subsection to which UFP may be entitled shall not be limited to any amounts paid or allocated under the Merger Agreement. ​ E. If the Restricted Party breaches Section 2 of this Agreement, the Restricted Period shall be tolled and reasonable suspended for a period of time equal to protect the Company aggregate amount of time during which the Restricted Party is or continues to be in breach of Section 2. ​ F. Notwithstanding the conduct of its business. If any restriction contained foregoing, nothing in this paragraph Agreement shall be deemed invalidprohibit UFP or any Related Entity from also pursuing any other remedy, illegal or unenforceable by reason of extentwhether contractual, duration, geographical scope hereoflegal, or otherwiseequitable, then the Court making such determination shall have the right and all remedies that may be available to reduce such extent, duration, geographical scope UFP or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.any Related Entity are cumulative. ​

Non-Competition. The Employee hereby accordingly agrees that, for the consideration stated herein and other compensation payable to the Employee, during Employee's employment with the Company and continuing thereafter for a period of one (1) years, Employee will not: (a) As a condition Conduct or engage in (whether as an owner, principal, partner, member, employer, employee, representative, distributor, officer, director or otherwise) any business or enterprise (whether or not for profit) which offers or performs services in direct competition with those services being offered, provided or contemplated by the Company now or at any time during Employee's employment by the Company anywhere in United States of its ownership of a Membership Interest America or any other geographic area in which the CompanyCompany is now or then conducting business. (b) divert, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationstake away, solicit or interfere with, directly or indirectly, any Company business from any investors, employees, customers, suppliers, franchisees (current and prospective), trade or other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets patronage of the Company. The Initial Subscribers understand parties hereto hereby acknowledge and agree that the Company has a legitimate interest restrictions contained in assuring that such confidential information this Agreement are reasonable and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange necessary for the consideration provided pursuant to this Subscription Agreement, purpose of preserving for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, its business and resigned from goodwill and other proprietary rights. It is the management desire and intent of the Companyparties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement may be sought. Accordingly, each to the extent any provision hereof is deemed unenforceable by limitation thereon, the parties agree that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction in which enforcement is sought. Furthermore, if any particular portion of this Agreement be adjudicated as invalid or unenforceable, such portion shall be deleted and such deletion shall apply only with respect to the operation of such portion in the particular jurisdiction in which such adjudication is made. In the event of a breach or threatened breach by the Employee of the Initial Subscribers agree provisions hereof, the Employee acknowledges that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States remedy at law would be inadequate and that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled toto an injunction restraining Employee h m such breach, in addition to monetary damages and any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required provided by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby."

Non-Competition. ProShell acknowledges that the covenants and --------------- agreements in this (a) As S)1 are a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating precedent to the Company's operations, customers, and other informationobligation to purchase the Stock from Allways under the Stock Purchase Agreement, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information would not purchase and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange pay for the consideration provided pursuant Stock but for ProShell's agreements herein. ProShell and the Company acknowledge that ▇▇▇▇-Star will provide services to this Subscription Agreement, for a period equal to customers located in markets throughout the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest United States and that engagement by ProShell in the Company so Designated Industry (as to result in total ownership of less than a two percent (2%hereinafter defined) equity interest anywhere in the Company, United States could cause ▇▇▇▇-Star and resigned from the management of Company irreparable damage. ProShell will not (a) engage in the Company, each of Designated Industry anywhere in the Initial Subscribers agree that it will notUnited States, directly or indirectly, whether voluntarily alone or involuntarilyas a shareholder, engage in partner or consultant of any other business activity within the United States that is in competition or is reasonably expected organization, (b) divert to be in competition with any competitor of the Company or which performs services ▇▇▇▇-Star in the Designated Industry any customer of the Company or sells goods which are similar to those provided, sold▇▇▇▇-Star, or contemplated to be provided (c) solicit or soldencourage any officer, by the Company. (b) Since the damages to employee or consultant of the Company resulting or ▇▇▇▇-Star to leave its employ for employment by or with ProShell or any competitor of the Company or ▇▇▇▇-Star. The foregoing restriction shall not prevent ProShell from a breach owning five percent (5%) or less of these provisions could not adequately be compensated by money damagesthe equity securities of any publicly traded company. For purposes of this (S)1, the Company term "Designated ---------- Industry" shall be entitled to, in addition to mean the business of providing transportation for commodities or -------- goods requiring temperature control or providing brokerage or logistics services concerning commodities or goods requiring temperature control. If at any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that time the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph (S)1 shall be deemed invaliddetermined to be invalid or unenforceable, illegal or unenforceable by reason of extentbeing vague or unreasonable as to area, durationduration or scope of activity, geographical this (S)1 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope hereof, or otherwise, then of activity as shall be determined to be reasonable and enforceable by the Court making such determination shall have the right to reduce such extent, duration, geographical scope court or other provisions hereof, and, in its reduced form, such restriction body having jurisdiction over the matter; and ProShell agrees that this (S)1 as so amended shall then be enforceable in the manner contemplated herebyvalid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. (a) As a condition Each of the Sellers agrees that, except with respect to the operations of HGA or MeadowWood in effect on the date of this Agreement, neither it nor any of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it affiliated entities will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; Closing Date directly or indirectly (iii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest own, build, invest in, assist in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companydevelopment of, and resigned from the management of the Companyor have any management, each of the Initial Subscribers agree that it will notadministrative or operational role in, any psychiatric hospital or mental or behavioral health facility, or any firm, corporation, business or other organization or enterprise, which is engaged, directly or indirectly, whether voluntarily in the provision of mental or involuntarilybehavioral health care services, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs outpatient counseling services or sells goods management services within fifty (50) miles of the respective locations of, HGI, Hampton, Midwest, Riveredge and any hospital or other facility which are similar is the subject of a Management Contract, (ii) except for the Excluded Employees, solicit for employment any employee of the Facilities purchased by Buyers pursuant to those provided, soldthe terms of this Agreement or any hospital or other facility under a Management Contract, or contemplated (iii) interfere with, disrupt or attempt to be provided disrupt the relationship between any of the Buyers or soldany of their affiliates and any of their respective lessors, by the Company. (b) Since the damages lessees, contractors, licensors, licensees, customers or suppliers pertaining to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to Facilities or any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond hospital or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its businessfacility under a Management Contract. If any restriction contained court determines that any of the restrictive covenants set forth in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofSection 8.2, or otherwiseany part of such covenants, then is unenforceable because of the Court making duration of such determination provision or the area covered thereby, such court shall have the right power to reduce the duration or area of such extent, duration, geographical scope or other provisions hereof, provision and, in its reduced form, such restriction provisions shall then be enforceable and shall be enforced. Each of the Sellers acknowledges that the remedy at law for any breach or threatened breach of the provisions of this Section by any of them will be inadequate, and that, accordingly, the UHS Group shall, in addition to all other available remedies, be entitled to injunctive relief, without being required to post bond or other security and without having to prove the manner contemplated herebyinadequacy of the available remedies at law. Each of the Sellers agrees not to plead or defend on any grounds of adequate remedy at law or any similar defense in any action by any of the UHS Group against any of them for injunctive relief or for specific performance of any of its obligations under this Section. Nothing contained herein shall be construed as prohibiting any of the UHS Group from pursuing any other remedies for such breach or threatened breach.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers Employee acknowledges and agrees that it Employee will have access to the clientele and become familiar with certain confidential information to manufacturing and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade business secrets of the CompanyCompany and its affiliates, including Amrize Ltd (collectively the “Amrize Group”). The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used Employee agrees that, by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to signing this Subscription Agreement, Employee shall, during the term of this Agreement and for a period equal to of one year following its termination (meaning, for the greater avoidance of doubt, the last day of Employees’ active employment relationship with the Company), minus any period of garden leave (i) five (5) years if any), refrain from engaging in any activity directly or indirectly competing with the date of signing of this Subscription Agreement; Company or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest the Amrize Group in the Company so as to result in total ownership of less than a two percent (2%) equity interest United States, Canada and Switzerland, in the Companyfollowing industries: cement, aggregates, ready-mix concrete, waste management, roofing, insulation, tile adhesives, facades, and resigned from large construction projects (collectively, the management of the Company“Restricted Business”). In particular, each of the Initial Subscribers agree that it will notEmployee undertakes: (a) not to participate, directly or indirectly, whether voluntarily financially or involuntarily, engage otherwise in any business activity within enterprise (other than as a shareholder of up to 5% of its issued shares for the United States that is in competition purposes of investment only) which develops, manufactures, offers, or is reasonably expected distributes products, or provides services the same as or similar to be in competition the Restricted Business or which otherwise competes with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by business of the Company.Amrize Group; (b) Since not to be active, fully or partially, for such an enterprise that competes, directly or indirectly, with the damages Restricted Business, be it as an employee, representative, adviser or otherwise; or (c) not to directly or indirectly establish such an enterprise that competes with the Restricted Business. The Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled toshall, in addition to all other damages, be entitled to obtain a court's order for specific performance, as well as adequate injunctive relief or any other right or remedy available adequate judicial measure, to itimmediately stop such violation. By signing this Agreement, an injunction restraining such breach or threatened breachyou confirm that this non-competition clause is reasonable in duration, scope, and in any case no bond or other security shall be required in connection therewith except as required by lawgeography and does not impose an undue burden on your ability to earn a livelihood. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby15.

Non-Competition. (a) As For a condition period of its ownership of a Membership Interest in twenty-four months commencing on the CompanyClosing Date (the “Restricted Period”), each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersSeller shall not, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are shall not used by permit any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a resulthis affiliates to, in exchange for the consideration provided pursuant to this Subscription Agreementdirectly or indirectly, for a period equal to the greater of (i) five engage in or assist others in engaging in the development and/or commercialization of products competitive with the Sureset catheter securement and stabilization devices (5the “Restricted Business”) years from in the date United States, any member state of signing of this Subscription Agreementthe European Union, the United Kingdom and/or India (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, member, employee, principal, agent, trustee or consultant; or (iiiii) two (2) years after such time as cause, induce or encourage any Initial Subscriber shall have transferred material actual or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companyprospective client, and resigned from the management customer, supplier or licensor of the CompanyBuyer, each or any other Person who has a material business relationship with the Buyer, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of the Initial Subscribers agree that it will 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 Person and does not, directly or indirectly, whether voluntarily own 5% or involuntarily, engage in more of any business activity within the United States class of securities of such Person. Seller acknowledges that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach or threatened breach of these provisions could this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not adequately be compensated an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by money damagesSeller of any such obligations, the Company shall be entitled toBuyer shall, in addition to any and all other right or remedy rights and remedies that may be available to itit in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction restraining injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). 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 service or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such breach or threatened breachcovenant, and such covenant shall be deemed reformed, in any case no bond such jurisdiction to the maximum time, geographic, product or service or other security shall be required in connection therewith except as required limitations permitted by applicable law. The Initial Subscribers agree that covenants contained 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 provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal remaining covenants or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, and any such invalidity or unenforceability in its reduced form, any jurisdiction shall not invalidate or render unenforceable such restriction shall then be enforceable covenant or provision in the manner contemplated herebyany other jurisdiction.]

Non-Competition. The Seller is familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) As a condition of its ownership of a Membership Interest in inventions, technology and research and development related to the CompanyBusiness, each of (b) customers and clients and customer and client lists related to the Initial Subscribers Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. The Seller acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment the Seller expressly acknowledges that he or it will have access derives a substantial and direct benefit), and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), he Seller hereby agrees that during the period commencing on the Closing Date and become familiar with certain confidential information and trade secrets relating to ending on the Company's second (2nd) anniversary of the Closing Date (the “Non-Competition Period”), such Party shall not acquire or hold any economic or financial interest in, act as a partner, member, stockholder, or representative of, render any services to, or otherwise operate or hold an interest in any Person (other than the Seller) having any location in any county in which the Business or the Buyer conducts operations, customerswhich entity, and enterprise or other informationPerson primarily engages in, and directly or indirectly, any business that much of competes with the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; Business or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest operates in the Company so as Industry; provided, however, that nothing contained herein shall be construed to result in total ownership prohibit any such Party from purchasing up to an aggregate of less than a two percent (2%) equity interest in the Company, and resigned from the management of any class of the Company, each outstanding voting securities of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining Person whose securities are listed on a national securities exchange (but only if such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyinvestment is held on a purely passive basis).

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for For a period equal to the greater of (i) five (5) years from commencing on the date Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of signing of this Subscription Agreementits Subsidiaries, to, directly or indirectly, (i) engage in or assist others in engaging in the Business in the Territory; (ii) have an ownership interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as a partner, shareholder, member, principal, agent, trustee or consultant; or (iiiii) two (2) years after such time as cause, induce or encourage any Initial Subscriber shall have transferred material actual or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companyprospective client, and resigned from the management customer, supplier or licensor of the CompanyBusiness (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 who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship, provided, however that each of the Initial Subscribers agree that it will foregoing restrictions shall terminate immediately upon Seller’s exercise of the Circle License Expansion Option (as defined in the License Agreement). Notwithstanding the foregoing, Seller may own, directly or 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 Person and does not, directly or indirectly, whether voluntarily own five percent (5%) or involuntarilymore of any class of securities of such Person. For the avoidance of doubt, engage the parties acknowledge and agree that the covenants contained in this Section 6.02 shall not be binding on any business activity within Seller successor which was not an Affiliate prior to its becoming a successor, except with respect to such successor’s use of the United States Operator Technology Assets (other than know-how and the items set forth in Section 1.14(i) of the definition of Intangibles) (as both terms are defined in the License Agreement) that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, not expressly permitted by the CompanyLicense Agreement. (b) Since the damages to the Company resulting from Seller acknowledges that a breach or threatened breach of these provisions this Section 6.02 could give rise to irreparable harm to Buyer, for which monetary damages would not adequately be compensated an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by money damagesSeller of any such obligations, the Company shall be entitled toBuyer shall, in addition to any and all other right or remedy rights and remedies that may be available to itit in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction restraining such breach or threatened breachinjunction, specific performance and in any case no bond or other security shall relief that may be required in connection therewith except as required by law. The Initial Subscribers agree available from a court of competent jurisdiction (without any requirement to post bond). (c) Seller acknowledges that the provisions of restrictions contained in this paragraph Section 6.02 are reasonable and necessary and reasonable to protect the Company in legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the conduct of its businesstransactions contemplated by this Agreement. If In the event that any restriction covenant contained in this paragraph Section 6.02 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 invalidreformed, illegal in such jurisdiction to the maximum time, geographic, product or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope 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 remaining covenants or provisions hereof, andand any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (d) Notwithstanding the above, the restrictions set forth in its reduced form, such restriction this Section 6.02 shall then be enforceable not restrict the Seller or successor from taking any of the actions specified in Section 2.4.1 of the manner contemplated herebyLicense Agreement.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as immediately following the Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, whether voluntarily as a principal, stockholder, joint venturer, or involuntarilyotherwise, engage operate, perform or have any ownership interest in any business activity within that conducts or operates a RAN optimization business anywhere in the United States Restricted Territory (a “RAN Optimization Business”), except that is Seller or any Seller Affiliate may invest as a minority shareholder in competition or is reasonably expected any Person. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of ten percent (10%) of any class of such securities shall not be considered to be in competition with a RAN Optimization Business. For the Company avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.11 shall not apply to any Person that acquires by means of merger, purchase of assets or which performs services stock or sells goods which are similar to those provided, sold, otherwise all or contemplated to be provided part of Seller or sold, by the Companyany Affiliate of Seller in any transaction. (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.11(a) constitute a material inducement to the Company resulting from Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at Law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. circumstances. (c) If any restriction provision contained in this paragraph Section shall for any reason be deemed held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 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 reason of extent, duration, geographical scope hereofapplicable Law, or otherwisein any way construed to be too broad or to any extent invalid, then such provision shall not be construed to be null, void and of no effect, but to the Court making extent such determination provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall have construe and interpret or reform this Section 5.11 to provide for a covenant having the right to reduce such extentmaximum enforceable geographic area, duration, geographical scope or time period and other provisions hereof, and, in its reduced form, (not greater than those contained herein) as shall be valid and enforceable under such restriction shall then be enforceable in the manner contemplated herebyapplicable Law.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for 6.6.1 For a period equal to the greater of (i) five (5) years from commencing on the date Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of signing Seller’s Affiliates to, directly or indirectly, within the Territory, (i) engage in or assist others in engaging in the Business (other than at the direction or for the benefit of this Subscription AgreementBuyer and its Affiliates); (ii) have an interest in any Person that engages directly or indirectly in the Business in any capacity, including as a partner, stockholder, member, employee, principal, agent, trustee or consultant; or (iiiii) two cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (2) years after such time as including any Initial Subscriber shall have transferred existing or sold such portion former client or customer of its Membership Interest in the Company so and any Person that becomes a client or customer of Buyer after the Closing), or any other Person 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, directly or indirectly, solely as to result in total ownership an investment, securities of less than any Person traded on any national securities exchange if Seller is not a two percent (2%) equity interest in the Companycontrolling Person of, or a member of a group which controls, such Person and resigned from the management of the Company, each of the Initial Subscribers agree that it will does not, directly or indirectly, whether voluntarily own one percent (1%) or involuntarily, engage in more of any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyclass of securities of such Person. (b) Since the damages to the Company resulting from 6.6.2 Seller acknowledges that a breach or threatened breach of these provisions could this Section 6.6 would give rise to irreparable harm to Buyer, for which monetary damages would not adequately be compensated an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by money damagesSeller of any such obligations, the Company shall be entitled toBuyer shall, in addition to any and all other right or remedy rights and remedies that may be available to itit in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction restraining such breach or threatened breachinjunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Further, Seller acknowledges that ▇▇▇▇▇’s damages shall not be limited to the amount of the Purchase Price (if any) that is allocated to the covenants set forth in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree this Section 6.6 pursuant to Section 8.3. 6.6.3 Seller acknowledges that the provisions of restrictions contained in Section 6.5 and this paragraph Section 6.6 are reasonable and necessary and reasonable to protect the Company in legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the conduct of its businesstransactions contemplated by this Agreement. If In the event that any restriction covenant contained in Section 6.5 or this paragraph 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 invalidreformed, illegal in such jurisdiction to the maximum time, geographic, product or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope service or other limitations permitted by applicable Law. The covenants contained in Section 6.5 and this Section 6.6 and each provision 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 Section 6.5 and 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, and any such invalidity or unenforceability in its reduced form, any jurisdiction shall not invalidate or render unenforceable such restriction shall then be enforceable covenant or provision in the manner contemplated herebyany other jurisdiction.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in During the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a three-year period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or Closing Date (ii) two (2) years after such time as any Initial Subscriber the "Restriction Period"), CTI shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily own, manage, operate, control or involuntarilyparticipate in the ownership, engage management, operation or control of, or be connected as a stockholder, partner, joint venturer or oth- erwise with any business or organization which, or any business or organization any material part of which, competes with the businesses of the Company as such businesses may be conducted at the date hereof or from the date hereof to the Closing Date, in any business activity within the United States that is geographical area in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which such businesses are similar to those then conducted; provided, soldhowever, that this provision shall not restrict CTI from owning up to 5% of the outstanding securities of any class of any issuer whose securities are quoted or contemplated to be provided traded on the NASDAQ Stock Market or sold, by the Companyany national securities exchange. (b) Since During the damages to Restriction Period, CTI shall not directly or indirectly induce any employee of the Company resulting from a breach of these provisions could to terminate employment with the Company, and will not adequately directly or indirectly employ or offer employment to any person listed in Schedule 6.7(b) unless such person shall have ceased to be compensated employed by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree for a period of at least 6 months. (c) CTI agrees that the provisions of this paragraph Section 6.7 are necessary and reasonable to protect Parent and the Company Surviving Corporation in the conduct of its businessthe businesses of the Surviving Corporation. If any restriction contained in this paragraph Section 6.7 shall be deemed to be invalid, illegal illegal, or unenforceable by reason of the extent, duration, or geographical scope hereofthereof, or otherwise, then the Court court making such determination shall have the right to reduce such extent, duration, geographical scope scope, or other provisions hereof, and, and in its reduced form, form such restriction shall then be enforceable in the manner contemplated hereby. (d) CTI acknowledges and agrees that money damages would not be a sufficient remedy for any breach by CTI of its obligations pursuant to this Section 6.7 and that Parent and the Surviving Corporation shall be entitled to injunctive relief to prevent any anticipatory or continuing breach of such obligations and to secure enforcement of the provisions of this Section 6.7. CTI understands and agrees that the rights and remedies of Parent and the Surviving Corporation pursuant to this Section 6.7(d) are in addition to, and without prejudice to, any other rights and remedies available to Parent or the Surviving Corporation at law or in equity.

Non-Competition. (a) As a condition of its ownership Each Seller agrees and acknowledges that he or she is familiar with the trade secrets and other information of a Membership Interest confidential or proprietary nature of the Company and its business relations. Each Seller agrees and acknowledges that Buyer and its Affiliates would be irreparably damaged if such Seller was to compete, or to provide services or to otherwise participate (whether through ownership or otherwise) in the Companyoperations or business of any Person competing with the Company or the Business following the Closing (collectively, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information“Restricted Business”), and that much any such competition would result in a significant loss of goodwill by Buyer. Each Seller further agrees and acknowledges that (i) the covenants and agreements set forth in this Section 4.7 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the benefit of the information that bargain set forth in this Agreement as specifically negotiated by the Initial Subscribers will be exposed to constitute trade secrets Parties if any Seller breached any of the Company. The Initial Subscribers understand provisions of this Section 4.7, and agree (ii) in order to assure Buyer that the Company has a legitimate interest in assuring and the Business following the Closing will retain their value, it is necessary that such confidential information and trade secrets are each Seller undertake not used by any to utilize his or her special knowledge of the Initial Subscribers Company and the Business and such Seller’s relationship with clients or customers, suppliers and other business relationships to compete with Buyer for the Restricted Period. Therefore, in a manner that would further consideration of the amounts to be disadvantageous to paid hereunder on the Company. As a result, Closing Date in exchange for the consideration provided pursuant Shares, each Seller agrees that from and after the Closing Date and continuing for the period set forth next to this Subscription Agreementeach Seller’s name on Schedule A (the “Restricted Period”), for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; he or (ii) two (2) years after such time she, as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companyapplicable, will not, and resigned from the management of the Company, will cause each of the Initial Subscribers agree that it will nothis or her Affiliates not to, directly or indirectly, whether voluntarily either for himself or involuntarilyherself, engage as applicable, or through any other Person, or in any business activity within the United States that is in competition other capacity, solicit or is reasonably expected otherwise seek to be in competition with the Company obtain or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyperform any Restricted Business. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as immediately following the Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, whether voluntarily as a principal, stockholder, joint venturer, or involuntarilyotherwise, engage operate, perform or have any ownership interest in any business activity within that conducts or operates a RAN optimization business anywhere in the United States Restricted Territory (a “RAN Optimization Business”) , except that is Seller or any Seller Affiliate may invest as a minority shareholder in competition or is reasonably expected any Person. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of ten percent (10%) of any class of such securities shall not be considered to be in competition with a RAN Optimization Business. For the Company avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.11 shall not apply to any Person that acquires by means of merger, purchase of assets or which performs services stock or sells goods which are similar to those provided, sold, otherwise all or contemplated to be provided part of Seller or sold, by the Companyany Affiliate of Seller in any transaction. (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.11(a) constitute a material inducement to the Company resulting from Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at Law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. circumstances. (c) If any restriction provision contained in this paragraph Section shall for any reason be deemed held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 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 reason of extent, duration, geographical scope hereofapplicable Law, or otherwisein any way construed to be too broad or to any extent invalid, then such provision shall not be construed to be null, void and of no effect, but to the Court making extent such determination provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall have construe and interpret or reform this Section 5.11 to provide for a covenant having the right to reduce such extentmaximum enforceable geographic area, duration, geographical scope or time period and other provisions hereof, and, in its reduced form, (not greater than those contained herein) as shall be valid and enforceable under such restriction shall then be enforceable in the manner contemplated herebyapplicable Law.

Non-Competition. (a) As a condition The Company, on its behalf and on behalf of its ownership Subsidiaries and other Affiliates, hereby acknowledges that the Company is familiar with trade secrets with respect to the conduct and operation of a Membership Interest in the Business and with other Confidential Information of the Buyer. The Company, each on its behalf and on behalf of the Initial Subscribers its Subsidiaries and other Affiliates, acknowledges and agrees that it will have access the Business would be irreparably damaged if the Company, its Subsidiaries and/or its other Affiliates were to provide services, including manufacturing, testing, developing, distributing, marketing, using, selling, supplying or otherwise dealing with any products that compete, directly or indirectly, with the Business and become familiar with certain confidential information and trade secrets relating that any such competition by the Company, its Subsidiaries or any of their respective Affiliates would result in a significant loss of goodwill related to the Business. The Company's operations, customers, on its behalf and on behalf of its Subsidiaries and other informationAffiliates, further acknowledges and agrees that the covenants and agreements set forth in this Section 4.5 are a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, and that much the Buyer would not obtain the benefit of the information that bargain set forth in this Agreement as specifically negotiated by the Initial Subscribers will be exposed to constitute trade secrets parties hereto if the Company, its Subsidiaries and/or its other Affiliates breached the provisions of this Section 4.5. Therefore, the Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, agree, in further consideration of the amounts to be paid hereunder for the Transferred Assets sold by the Company. The Initial Subscribers understand , its Subsidiaries and agree their respective Affiliates, that neither the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by nor any of its Subsidiaries shall (and shall cause their respective Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage anywhere in any business which manufactures, tests, develops, distributes, markets, uses, sells, supplies, or otherwise deals with any products that compete, directly or indirectly, with (i) in the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementcase of any Indocin Product, for a period equal to the greater of (i) five (5) years time from the date Closing Date until the expiration of signing of this Subscription Agreement; or eighteen (18) calendar months following the Closing Date and (ii) two in the case of any other nonsteroidal anti-inflammatory Product, for a period of time from the Closing Date until the first (21st) years after such time as anniversary of the Closing Date; provided, that nothing herein shall prohibit the Company or any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership Subsidiaries or other Affiliates from being a passive owner of less not more than a two percent (2%) equity interest of the outstanding securities of any class of a company or business which is publicly traded so long as none of such Persons has any active participation in the Company, and resigned from the management business of the Company, each of the Initial Subscribers agree that it will not, directly such company or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companybusiness. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition. (a) As a condition In consideration of its the mutual covenants herein, Employee agrees that during the Employment Period, he shall not participate (i) as an employee the significant duties of whom are with respect to the, or (ii) as owner of any other person, partnership, corporation or company, the primary business of which is providing, coin operated customer owned telephones ("COCOT") or COCOT services and which COCOT business is in competition with the Company in the geographic area in which the Company conducts such business during that time ("the "Territory"). Nothing in this paragraph, however, shall be construed to prevent ownership of less than 5% of the stock of a Membership Interest publicly-held corporation whose stock is traded on a national securities exchange or in the over-the- counter market. Employee agrees that this covenant is reasonable with respect to its duration, geographical area and scope. (b) Employee further agrees that during the Employment Period, he shall not, except on behalf of the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets solicit customers or prospective customers of the Company. , with whom he had material contact, on behalf of the Company during the two years prior to the termination of the Employment Period, for the purposes of providing COCOT or COCOT services. (c) During the Employment Period, Employee shall not (i) solicit any employee of the Company or any of its subsidiaries to leave the employ of the Company or (ii) solicit any current supplier, licensee, licensor, franchisee or other business relation of the Company or any of its subsidiaries to cease doing business with them (including, without limitation, making any negative statements or communications about the Company or its subsidiaries). (d) The Initial Subscribers understand and Parties hereto agree that the Company has would suffer irreparable harm from a legitimate interest in assuring that such confidential information and trade secrets are not used breach by Employee of any of the Initial Subscribers in a manner that would be disadvantageous to covenants or agreements contained herein. In the Company. As a resultevent of an alleged or threatened breach by the Employee of any of the provisions of this paragraph 5, the Company or its successors or assigns may, in exchange addition to all other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the consideration provided pursuant to this Subscription Agreement, for provisions hereof (including the extension of the Employment Period by a period equal to the greater length of (i) five (5) years from the date of signing violation of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree paragraph 5). Employee agrees that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which these restrictions are similar to those provided, sold, or contemplated to be provided or sold, by the Companyreasonable. (be) Since Employee agrees that the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company covenants made in paragraphs 5(a) and 5(b) shall be entitled to, in addition to construed as an agreement independent of any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions provision of this paragraph are necessary Agreement and reasonable to protect the Company in the conduct shall survive any order of its business. If a court of competent jurisdiction terminating any restriction contained in other provision of this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyAgreement.

Non-Competition. (a) As Seller agrees that for a condition period of ten (10) years after the Closing Date, unless acting pursuant hereto or with the prior written consent of Purchaser, neither it nor any of its Affiliates will sell (i) in the US Territory, any prescription product which has as an active ingredient, the same chemical entity as any United States Product being actively commercialized by Purchaser and (ii) in any jurisdiction in the world, any prescription product which has as an active ingredient, the same chemical entity as any Worldwide Product actively being commercialized by Purchaser in such jurisdiction (any such product is referred to as a "Competitive Product"). Notwithstanding the foregoing, Seller and any Affiliate of the Seller may enter into any transaction pursuant to which it acquires control of a company that manufactures, uses, sells or markets any Competitive Product, provided, that it divests ownership of a Membership Interest such Competitive Product within eighteen (18) months of the closing date of such transaction. This provision shall not apply to participation by Seller or any Affiliate of Seller in the Company, each ownership of any such business if such participation is less than the equivalent of ten percent (10%) of the Initial Subscribers acknowledges and agrees voting equity securities of such company. In the event that it Seller or any of Seller's Affiliates divests a Competitive Product pursuant to this Section 2.10, Seller or its Affiliates will have access give Purchaser a non-exclusive right to and become familiar with certain confidential information and trade secrets relating to participate as a bidder for the Company's operations, customers, and other information, and that much purchase of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. such Competitive Product. (b) The Initial Subscribers understand and parties hereto agree that the Company has a legitimate interest duration, geographic scope and other provisions of the non-competition provision set forth in assuring this Section 2.10 are reasonable. In the event that any court determines that the duration, the geographic scope or any other provisions are unreasonable and that such confidential information provision is to that extent unenforceable, the parties hereto agree that the provision shall remain in full force and trade secrets effect for the greatest time period and in the greatest geographic area that would not render it unenforceable. The Seller agrees that damages are an inadequate remedy for any breach of this provision and that the Purchaser shall, whether or not used by it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision. If Seller or any of its Affiliates shall violate this Section 2.10, the Initial Subscribers in a manner that would duration of this Section automatically shall be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, extended as against such violating party for a period equal to the greater of (i) five (5) years from the date of signing period during which such party shall have been in violation of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawSection. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction covenants contained in this paragraph shall Section are deemed to be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then material and the Court making Purchaser is entering into this Agreement and the Operative Agreements in reliance upon such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebycovenants.

Non-Competition. Non-Solicitation and Confidentiality ----------------------------------------------------- 6.1 The Contractor acknowledges that the Contractor has and will be entrusted with Confidential Information. The Contractor acknowledges that the Confidential Information may be disclosed verbally or in writing at any time to the Contractor and that disclosure of any of the Confidential Information to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Contractor further acknowledges that the right to maintain confidential the Confidential. Information constitutes a proprietary right that the Corporation is entitled to protect. Accordingly: (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges Contractor covenants and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information Corporation that the Initial Subscribers Contractor will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by disclose any of the Initial Subscribers in a manner that would be disadvantageous Confidential Information to any Person nor shall the Company. As a result, in exchange Contractor use the same for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less purposes other than a two percent (2%) equity interest in the Company, and resigned from the management those of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company.Corporation; (b) Since the damages Contractor covenants and agrees that, the Contractor will nowhere in the area set out in Schedule "A" during the Term and for a one year period following the Date of Termination directly or indirectly either individually or in conjunction with any Person engage in, or provide services the same as or substantially similar to the Company resulting from Services to any Person engaged in, any business similar to the business of the Corporation; (c) the Contractor covenants and agrees that all Workproducts shall be the sole and absolute property of the Corporation. Any Workproduct generated by the Contractor shall be deemed to be a work made for hire and the Contractor shall have no proprietary interest in same. The Contractor hereby grants, conveys and assigns to the Corporation the entire right, title and interest, domestic and foreign, including copyright, in and to each and every Workproduct and further agrees to sign all applications for copyright, patents, assignments and other papers and writings and to perform all acts necessary or convenient to evidence the Corporation's ownership in the Workproducts; (d) the Contractor covenants and agrees with the Corporation that during the Term and at any time during a two year period following the Date of Termination the Contractor will not, either individually or in conjunction with any Person induce any employee of the Corporation to leave the employ of the Corporation or to become employed by any Person other than the Corporation. (e) the Contractor shall cause any copies or reproductions of the Confidential Information made by the Contractor to bear the copyright or proprietary notices contained in the original. (f) the Contractor shall, upon completion of the Services, upon termination of the Contractor's engagement hereunder, or upon demand, whichever is earliest, return to the Corporation any and all Confidential Information, including any copies or reproductions, in Contractor's possession or control. (g) the Contractor shall promptly advise the Corporation if the Contractor learns of any unauthorised use or disclosure of Confidential Information, and the Contractor shall provide to the Corporation complete details regarding same. (h) the Contractor acknowledges that the breach or threatened breach of these provisions could not adequately the obligations under this Article 6 by the Contractor or any of the Contractor's shareholders, agents, employees, representatives, or sub-contractors will give rise to irreparable injury to the Corporation, which injury will be compensated by inadequately compensable in money damages. Accordingly, the Company shall be entitled toCorporation may seek and obtain-injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall legal remedies that may be required in connection therewith except as required by lawavailable. The Initial Subscribers agree Contractor further acknowledges and agrees that the provisions of this paragraph are necessary covenants and reasonable to protect the Company in the conduct of its business. If any restriction agreements contained in this paragraph Article are necessary for the protection of the Corporation's legitimate business interests and are reasonable in scope and content. 6.2 For the purposes of this Article 6, "Corporation" shall be deemed invaliddefined to include the Corporation, illegal or unenforceable by reason its shareholders and all of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyaffiliated and related companies.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in a. During the CompanyExercise Period, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Employee shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily do or involuntarilysuffer to be done any of the following: own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business activity within the United States that business, which is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those Company's business in the United States; provided, soldhowever, that the ownership of not more than one percent of any class of publicly-traded securities of any entity shall not be deemed a violation of this Agreement. For purposes of this Agreement, the "Company's business" shall mean any business in which the Company actively engages now, and any business in which the Company has actively engaged in the two (2) year period prior to the date hereof; including, without limitation, the discovery and development of (i) products designed to inhibit post surgical scarring and adhesions, (ii) a proprietary monoclonal antibody to treat anti-inflammatory disorders and (iii) small molecule drug candidates to the modulate cognitive state of the nervous system and to treat symptoms of schizophrenia. b. In the event Employee shall violate any provision of this Paragraph 3 as to which there is a specific time period during which he is prohibited from taking certain actions or contemplated from engaging in certain activities as set forth in such provision, then, in such event, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. The foregoing shall in no way limit the Company's rights under Paragraph 7 of this Agreement. c. Employee has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph 3 and this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be provided or soldunfair to the Company, do not stifle the inherent skill and experience of Employee, would not operate as a bar to Employee's sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment of Employee. Employee further acknowledges that his obligations in this Paragraph 3 are made in consideration of, and are adequately supported by the Companypayments by the Company to Employee described herein. (b) Since d. Employee's obligations under this Paragraph 3 shall terminate in the damages event the Company breaches any of its obligations under this Agreement and fails to cure such breach within fifteen days after written notice by Employee to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, specifying the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining circumstances that constitute such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition. (a) As a condition The Company has provided me with access to Company Proprietary Information and will continue to provide me with access to additional Company Proprietary Information during the period of its ownership of a Membership Interest my consulting duties described in the Company, each of the Initial Subscribers acknowledges Paragraph 12. I acknowledge and agrees agree that it I will have access to and become familiar with certain confidential information know the Company’s Competitors as of the Retirement Date. Further, I acknowledge and trade secrets relating agree that I have voluntarily agreed to the Company's operationscovenants set forth in this Paragraph 13. I further agree and acknowledge that the limitations and restrictions set forth herein, customersincluding geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, shall not cause me undue hardship, and other informationare material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company’s Proprietary Information, goodwill and that much substantial and legitimate business interests. a. I agree that, Prior to and including December 31, 2017, I will not, without the prior written approval of the information that the Initial Subscribers will be exposed to constitute trade secrets Chief Executive Officer of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily for me or involuntarilyon behalf of or in conjunction with any other person or entity of any nature: i. Directly or indirectly own, engage in manage, operate, join, become an officer, director, employee or consultant of, or otherwise be affiliated with any business activity within the United States that is in competition Competitor; or ii. Appropriate any Business Opportunity of, or is reasonably expected to be in competition with relating to, the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by located in the CompanyMarket Area. (b) Since b. Because of the damages difficulty of measuring economic losses to the Company resulting from as a result of a breach or threatened breach of these provisions could not adequately the covenants set forth this Paragraph 13, and because of the immediate and irreparable damage that would be compensated by money damagescaused to the Company for which it would have no other adequate remedy, the Company shall be entitled toto enforce the foregoing covenants, in addition to any other right or remedy available to it, an injunction restraining such the event of a breach or threatened breach, by injunctions and in restraining orders from any case no court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security security. The aforementioned equitable relief shall not be the Company’s exclusive remedy for a breach but instead shall be required in connection therewith except as required by law. addition to all other rights and remedies available to the Company at law and equity. c. The Initial Subscribers agree that covenants in this Paragraph 13, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of this paragraph are necessary and reasonable to protect the Company any other covenant (or portion thereof). Moreover, in the conduct event any arbitrator or court of its business. If any restriction contained in this paragraph competent jurisdiction shall be deemed invaliddetermine that the scope, illegal time or unenforceable by reason of extent, duration, geographical scope hereof, or otherwiseterritorial restrictions set forth are unreasonable, then it is the Court making intention of the parties that such determination restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. d. For purposes of this Paragraph 13, the following terms shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.following meanings:

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers Seller acknowledges and agrees that it will have access the Purchase Price paid by Purchaser to Seller for the Truckers Business and become familiar with certain confidential information the Assets has been calculated and trade secrets relating based upon, among other things, the present and future value of the Truckers Business. and the ability of Purchaser to conserve the CompanyTruckers Business following the Closing Date through the use of the Producers currently marketing and servicing the Policies under the Program Manager's operations, customers, Agreement in the continued marketing and other informationservicing of the Policies, and that much Purchaser's conservation efforts, and the future value of the information Truckers Business, will be enhanced substantially by reason of the continued relationship among the Producers, Purchaser and RNRS. Seller recognizes and agrees that the Initial Subscribers will be exposed to constitute trade secrets nature of the CompanyTruckers Business is a national business throughout the continental United States of America, and that Purchaser will, after the Closing Date, continue to market the Truckers Business throughout the continental United States through a variety of channels, including by means of its own employees, brokers, representatives, agents, Producers, and otherwise. The Initial Subscribers understand and agree that the Company has a legitimate Seller also recognizes Purchaser's interest in assuring protecting the Truckers Business and the establishment and maintenance of good relationships with the Producers and RNRS, and that such confidential information interest gives rise to Purchaser's desire to restrain Seller and trade secrets are not used by the Principals, and their respective successors and assigns, from competing with Purchaser in any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, Competitive Business for a reasonable period equal of time and within reasonable geographic limits after the Closing Date. Therefore, Seller agrees to the greater of (i) five (5) years from the date of signing of enter into this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber covenant not to compete with Purchaser and shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, cause each of the Initial Subscribers agree that it Principals to enter into the Noncompetition Agreements with Purchaser in consideration of the Purchaser's payment of the Purchase Price and the other agreements and covenants contained in this Agreement. ln consideration of the foregoing, Seller agrees that, during the ten (10) year period following the Effective Date, or for such shorter period during which Purchaser or its successors or assigns shall engage in the Truckers Business and except as may be specifically requested by Purchaser in writing or as otherwise required, permitted or contemplated under this Agreement, Seller will not, directly or indirectly, whether voluntarily alone or involuntarilywith or through any other Person or entity, as a member of a partnership, limited liability company, or other business entity or as an investor in any security of any class (except for ownership of the HCCH Shares or as an investor in less than 5% of any outstanding equity securities of any corporation, partnership, limited liability company or other business entity), or as a consultant, advisor, agent, representative of any business entity, or through any officer, director, agent, employee, or Affiliate of the Seller, their successors or assigns, or by any contract, agreement, arrangement or understanding with any other Person or business entity, engage in a Competitive Business in any business activity within state, district or jurisdiction in the continental United States of America. Seller and Purchaser recognize and agree that Purchaser's enforcement of this covenant and the Noncompetition Agreements is in competition or necessary to prevent irreparable harm and damage to the Truckers Business acquired by Purchaser under this Agreement, and that the limitations as to time, geographical area and the scope of activity restrained hereby are reasonable and do not impose on Seller and the Principals any greater restraint than is reasonably expected necessary to be in competition protect the Truckers Business and Purchaser's relationships with the Company Producers and RNRS. If Seller or which performs services or sells goods which are similar to those provided, soldany of the Principals commits a breach, or contemplated threatens to be provided commit a breach, of any of the provisions of this Section 4.1.8 or soldof the Noncompetition Agreements, by Purchaser shall have the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled toright and remedy, in addition to any other right or remedy remedies available to itit at law or in equity: (i) to have the provisions of this Section 4.1.8 specifically enforced by any court having equity jurisdiction, an injunction restraining including, without limitation, immediate injunctive relief, it being acknowledged and agreed by Seller that any such breach or threatened breachbreach will cause irreparable injury or harm to Purchaser and that money damages will not provide an adequate remedy to Purchaser; and (ii) to require Seller and the Principals to account for and pay over to Purchaser all compensation, and in any case no bond profits, monies, accruals, increments or other security shall be required in connection therewith except benefits (collectively, "Benefits") derived or received by Seller or the Principals as required by law. The Initial Subscribers agree that the result of any transactions constituting a breach of any of the provisions of this paragraph are necessary Section 4.1.8, and Seller hereby agrees to account for and pay over such Benefits to Purchaser; and (iii) to recover from Seller reasonable attorney's fees and expenses incurred by Purchaser in connection with any proceedings to protect enforce the Company in the conduct provisions of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebySection 4.1.8.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers Seller acknowledges and agrees that it will have access to and become is familiar with certain the trade secrets related to the Business and with other confidential information concerning the Business, including all (i) inventions, technology and research and development related to the Business, (ii) customers and clients and customer and client lists related to the Business, (iii) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (iv) accounting and business methods and practices related to the Business and (v) similar and related confidential information and trade secrets relating related to the Company's operations, customers, Business. Seller further acknowledges that Seller has been substantially responsible for the growth and other informationdevelopment of the Business and the creation and preservation of the Business’ goodwill. Seller acknowledges and agrees that the Business would be irreparably damaged if Seller were to violate the provisions of this Section 5.13(a). Seller further acknowledges and agrees that the covenants and agreements set forth in Section 5.9 and this Section 5.13(a) were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that much Buyer would not obtain the benefit of the information that bargain set forth in this Agreement as specifically negotiated by the Initial Subscribers will be exposed Parties if Seller were to constitute trade secrets breach the provisions of Section 5.9 or this Section 5.13(a). Therefore, in further consideration for the payment of consideration to Seller hereunder, and in order to protect the value of the Company. The Initial Subscribers understand and agree Business acquired by Buyer hereunder (including the goodwill inherent in the Business), Seller hereby agrees that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to of three (3) years, except in the greater of (i) United States, where it shall be five (5) years from years, following the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Closing Date, it shall have transferred or sold such portion not, and it shall cause each of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notSubsidiaries not to, directly or indirectly, whether voluntarily in any manner whatsoever, including, either individually or involuntarilyin association with any other Person, engage or as principal, licensor, agent, representative, equity holder, distributor, manufacturer, co-venturer, director or partner, compete with Buyer and its Affiliates in the Healthcare Field anywhere in the world; provided that Seller and its Subsidiaries shall be entitled to (i) be a beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) (a “Beneficial Owner”) of not more than 5% of the total debt and equity interests, in the aggregate, in any business activity within that competes with the United States that is Business so long as no directorship or other governance rights are held by Seller or any of its Subsidiaries in competition conjunction with the ownership of such interest; (ii) engage in activities expressly contemplated by this Agreement and the Ancillary Agreements; (iii) manufacture, market, sell or is reasonably expected distribute products with multiple market functionality not designed specifically to be used in competition with the Company Business; (iv) sell, manufacture, market or which performs services or sells goods distribute (A) sensors contained in Seller’s product catalog as of the date hereof (regardless of optimization for the Healthcare Field), (B) new sensor products, provided that the new sensor products are not optimized for the Healthcare Field and (C) new sensor products which are similar optimized for the Healthcare Field, subject to those Buyers consent, which consent shall not be unreasonably withheld; and (v) transfer, license, sublicense or enter into an agreement not to assert, as the case may be, patents to or against third parties that may include, but shall not be limited to, use of such patents to manufacture, have manufactured, use, offer to sell, sell and import products in the Healthcare Field (but no such transfer, license, sublicense or agreement not to assert may provide for payments based on net income from such activities or any management rights with respect to such activities) and, provided further that Seller or any of its Subsidiaries may acquire a Person that competes in the Healthcare Field, so long as (x) the portion of such Person’s business that competes in the Healthcare Field generates annual revenues of no more than 25% of such Person’s consolidated annual revenues for the most recent fiscal year of such Person prior to the acquisition (the “Competing Business”), and (y) the terms and conditions set forth in the paragraph immediately following are satisfied. In the event that any Competing Business is acquired by Seller or any of its Subsidiaries, Seller shall provide written notice to Buyer no later than 15 days after the consummation of such acquisition, describing in reasonable detail the nature of the Competing Business and the manner in which such Competing Business competes in the Healthcare Field. Any such Competing Business shall be operated on a “stand-alone” basis, without sales or marketing support by Seller or any of its Subsidiaries and without use of Seller’s or any of its Subsidiaries’ Intellectual Property. Further, in the event that the consolidated annual revenues for the most recent fiscal year of the Competing Business prior to the acquisition of such Competing Business exceed 1% of the consolidated annual revenues of the Business as of the most recent fiscal year of the Business prior to the acquisition of such Competing Business, Seller shall, and shall cause its Subsidiaries to, cease to operate the Competing Business prior to the one (1) year anniversary of the consummation of the acquisition of the Competing Business or cause a complete divestiture of the Competing Business as follows: (1) Buyer shall have the right, within 90 days from the closing of the acquisition of the Competing Business by Seller or any of its Subsidiaries (the “Divesting Business Offer Period”), to make a binding offer (to remain open for six (6) months) to acquire the Competing Business (a “Divesting Business Offer”). During the Divesting Business Offer Period, subject to customary confidentiality arrangements, Seller shall make available to Buyer an offering memorandum, if one exists, and reasonable due diligence information relating to the Competing Business. Any Divesting Business Offer must specify the proposed purchase price and other material terms for the acquisition of the Competing Business. If Buyer timely submits a Divesting Business Offer and no Transfer (as defined below) of the Competing Business is consummated during the six (6)-month period following such submission of a Divesting Business Offer, Buyer shall have the right, within 30 days following the end of such six (6)-month period (the period from the closing of the acquisition of the Competing Business through the end of such 30-day period is the “First Period”), to make another binding offer (to remain open for six (6) months) to acquire the Competing Business (a “Second Divesting Business Offer”). Any Second Divesting Business Offer must specify the proposed purchase price and other material terms for the acquisition of the Competing Business. In the event that Buyer does not timely make a Divesting Business Offer, Seller shall be free to directly or indirectly effect a transfer, assignment or sublicense, whether through sale of assets, sale of stock, change of control, operation of law or otherwise (a “Transfer”) of the Competing Business to any Person upon any terms and conditions. In the event that Buyer timely makes a Divesting Business Offer but does not timely make a Second Divesting Business Offer, Seller shall be free following the expiration of the First Period to directly or indirectly effect a Transfer of the Competing Business to any Person upon any terms and conditions. (2) Neither Seller nor any of its Subsidiaries shall have any affirmative obligation to accept any Divesting Business Offer or Second Divesting Business Offer, provided, soldhowever, that (xx) neither Seller nor any of its Subsidiaries may Transfer the Competing Business to any Person other than Buyer (a “Third-Party Divesting Buyer”) (A) during the First Period for a purchase price and other material terms less favorable to Seller or any of its Subsidiaries than those contained in Buyer’s Divesting Business Offer; provided, further, that whether the purchase price and other material terms are less favorable in the aggregate to Seller or any of its Affiliates shall be determined in the good faith judgment of Seller, or contemplated (B) following the expiration of the First Period for a purchase price and other material terms less favorable to Seller or any of its Subsidiaries than those contained in Buyer’s Second Divesting Business Offer; provided, further, that whether the purchase price and other material terms are less favorable in the aggregate to Seller or any of its Affiliates shall be provided determined in the good faith judgment of Seller; and (yy) Seller and its Subsidiaries shall be required to either (i) accept the Second Divesting Business Offer or sold(ii) cease to operate the Competing Business in the event that a Transfer of the Competing Business to a Third-Party Divesting Buyer is not consummated on or prior to the Divestiture Deadline (as defined below). (3) Notwithstanding anything to the contrary contained herein, by Seller must Transfer the CompanyCompeting Business no later than one (1) year following the earlier to occur of (x) the expiration of the Divesting Business Offer Period and (y) the receipt of a Divesting Business Offer (the earlier to occur of such dates, the “Divesture Deadline”). (b) Since Buyer acknowledges and agrees that Seller would be irreparably damaged if Buyer were to violate the damages provisions of this Section 5.13(b). Buyer hereby agrees that for a period of three (3) years, except in the United States, where it shall be five (5) years, following the Closing Date, it shall not, and it shall cause each of its Subsidiaries not to, directly or indirectly, in any manner whatsoever, including, either individually or in association with any other Person, or as principal, licensor, agent, representative, equity holder, distributor, manufacturer, co-venturer, director or partner, or by agreeing not to the Company resulting from assert against a breach third party any of these provisions could not adequately be compensated by money damagesBuyer’s or any of its Affiliates’ Intellectual Property rights, the Company compete with Seller’s Business, provided that Buyer and its Affiliates shall be entitled toto (i) be a Beneficial Owner of not more than 5% of the total debt and equity interests, in the aggregate, in any business that competes with Seller’s Business so long as no directorship or other governance rights are held by Buyer or any of its Affiliates in conjunction with the ownership of such interest and (ii) engage in activities expressly contemplated by this Agreement and the Ancillary Agreements. (c) Notwithstanding anything to the contrary, sensors sold by Seller in accordance with Sections 5.13(a)(iv)(A) to the extent sensors are optimized for the Healthcare Field and 5.13(a)(iv)(C) above shall not contain Seller’s branding. (d) Notwithstanding anything in Section 5.9 or 5.13(a) to the contrary, if at any time, in any judicial or arbitration proceeding, any of the restrictions stated in such sections is found by a final order of a court of competent jurisdiction or arbitrator(s) to be unreasonable or otherwise unenforceable under circumstances then existing, Buyer and Seller each agrees that the period, scope or geographical area, as the case may be, shall be reduced to the extent necessary to enable the court and arbitrator(s) to enforce the restrictions to the extent such provisions are allowable under applicable law, giving effect to the agreement and intent of the parties that the restrictions contained in such sections shall be effective to the fullest extent permissible. Buyer and Seller agree that the restrictions contained in Section 5.9 and Section 5.13 are reasonable in all respects and necessary to protect Buyer’s interest in and the value of the Business and Seller’s interest in and the value of Seller’s Business, respectively. (e) The parties acknowledge and agree that in the event of a breach by either party or any of their respective Affiliates of any of the provisions of Section 5.9, 5.12 or 5.13, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, either party or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other right relief in order to enforce or remedy available to itprevent any violations of the provisions hereof, an injunction restraining such breach or threatened breach, and in any each case no without the requirement of posting a bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction proving actual damages. (f) Notwithstanding anything contained in this paragraph Agreement to the contrary, nothing contained in this Section 5.13 shall be deemed invalid, illegal prevent Seller or unenforceable any of its Affiliates from operating the Business in any Deferred Closing Country after the Closing and before the applicable Deferred Closing to the extent contemplated by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebySection 2.14.

Non-Competition. (a) As The CEO understands and recognizes that his services to the Corporation are special and unique and agrees that during the term of this Agreement and during the Non-Compete period, he shall not in any manner, directly on behalf of himself or any person, firm, partnership, joint venture, corporation, or other business entity ("Person"), enter into or engage in any business similar to the technologies under development by the Corporation, either as an individual for his own account, or as a condition partner, joint venturer, CEO, agent, consultant, salesperson, officer, director, employee, or shareholder of its ownership of a Membership Interest any Person, and acknowledges that the time limitation on the restrictions in this Paragraph 8, combined with the Companygeographic scope, each of the Initial Subscribers is reasonable. The CEO also acknowledges and agrees that it will have access to and become familiar Paragraph 8 is reasonably necessary for the protection of the Corporation, that through his employment the CEO shall receive adequate consideration for any loss of opportunity associated with certain confidential information and trade secrets relating to the Company's operations, customers, and other informationprovisions herein, and that much these provisions provide a reasonable way of the information that the Initial Subscribers protecting Corporation’s business value which will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous imparted to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyCEO. (b) Since During the damages Non-Compete Period, the CEO shall not interfere with or disrupt or attempt to disrupt the Company resulting from Corporation's business relationship with any of its customers, affirmatively suggest or propose that any of the employees of the Corporation leave such employment, or retain, help retain, or participate in retaining any then-current employees of the Corporation. (c) The Non-Compete Period shall mean the period of time beginning on the date of the CEO’s termination and ending twelve (12) calendar months following such termination. (d) In the event that the CEO breaches any provisions of this Paragraph 8 or there is a threatened breach of these provisions could not adequately be compensated by money damagesthis Paragraph 8, the Company shall be entitled tothen, in addition to any other right or remedy available to itrights which the Corporation may have, an injunction restraining such breach or threatened breachthe Corporation shall be entitled, and in any case no without the posting of a bond or other security shall be required security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in connection therewith except as required by law. The Initial Subscribers agree that equity to enforce the provisions of this paragraph are necessary and reasonable to protect Paragraph 8, the Company in CEO shall not argue as a defense that there is an adequate remedy at law nor shall the conduct of its business. If Corporation be prevented from seeking any restriction contained in this paragraph shall other remedies which may be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyavailable.

Non-Competition. (a) As Employee acknowledges employment with the Company requires protection of the Company's interests upon termination because of the substantial investment in Employee, the time required to find or train a condition replacement and the entrustment of extremely sensitive Confidential Information and Materials and Customers to Employee in the performance of Employee's duties. During Employee's employment with Company, and for a period of two years thereafter, Employee shall not, without Company's express written consent, directly or indirectly, be employed by, own, manage, operate, join, control, participate in or finance the ownership, management, operation or control of, or be connected in any manner, including consultation, with any firm, association, partnership, corporation or other entity that competes with Company, its ownership affiliates, successors and assigns in the business of a Membership Interest generating, acquiring, constructing and/or distributing electrical power in the United States. Notwithstanding the above, Employee may, with the prior approval of the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Companyperform services for nuclear generating plants. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing For purposes of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber paragraph, "own" and "ownership" shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total not include ownership of less than a two percent (2%) equity interest or less of the capital stock of a company whose securities are publicly traded. Employee acknowledges and agrees that the geographical, time and restricted activity limitations in this Agreement are reasonable and properly required for the adequate protection of Company's business, and resigned from are the management product of negotiations between the Company, each of the Initial Subscribers agree parties. Employee further acknowledges and agrees that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could this covenant not adequately to compete will result in irreparable damage to Company for which the remedy at law would be compensated by money damages, the Company shall be entitled toinadequate. Employee therefore agrees that, in addition to any other right or remedy available remedies to itwhich Company may be entitled as a matter of law, Company shall be entitled to specific performance and other equitable relief, including temporary and permanent injunctive relief, to enforce this covenant not to compete. Employee further agrees that, if an injunction restraining such breach or threatened breachissues to enforce this covenant not to compete, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph covenant shall be deemed invalid, illegal or unenforceable by reason to run anew with the issuance of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall injunction so as that Company will have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyfull time provided herein.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, 8.1 The Shareholder covenants and agrees with each of the Initial Subscribers acknowledges Parent and agrees the Bidder that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersshall not, and other information, and that much of the information that the Initial Subscribers will be exposed it shall cause its affiliates to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementnot, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; that the Bidder acquires the Subject Shares, either alone or in conjunction with any individual, partnership, firm, association, syndicate, company or other entity, whether as principal, agent, consultant, employee, shareholder (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less other than a two holding of shares listed on a recognized stock exchange that does not exceed five percent (25%) equity interest in the Company, and resigned from the management of the Companyoutstanding shares so listed), each of the Initial Subscribers agree that it will notor in any other manner, whatsoever, directly or indirectly, whether voluntarily or involuntarilywithin Canada, engage in any business activity within the United States States, the United Kingdom or Mexico, carry on or be engaged in, or be interested in the manufacture of engineered automotive powertrain systems and components (the “Business”) or advise, invest, lend money to, guarantee the debts or obligations of any person, firm, association, syndicate, company or Company engaged in or concerned with or interested in the Business. 8.2 The Shareholder specifically acknowledges that each of the Parent and the Bidder in agreeing to make the Offer to purchase the Subject Shares has relied on the Shareholder’s covenants of non-competition as set forth herein and therefore, specifically acknowledges and agrees that breach of the terms of this provision by it or any of its affiliates would cause each of the Parent and the Bidder irreparable harm not compensable in damages. The Shareholder further acknowledges and agrees that it is in competition essential to the effective enforcement of this provision that the Parent and the Bidder be entitled to the remedy of an injunction without being required to show irreparable harm. 8.3 If a court of competent jurisdiction would otherwise determine all or is reasonably expected any portion of this section 8 to be invalid or unenforceable in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagescircumstances, the Company shall portion which would otherwise be entitled toheld invalid or unenforceable shall, automatically and without further act on the part of the Parent, the Bidder or the Shareholder, but only as regards those matters before the said court, be reduced in addition scope or duration of time to any other right or remedy available to it, such an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree extent that the provisions of this paragraph are necessary and reasonable said court would hold the same to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebycircumstances before the said court. The provisions of this Article 8 shall survive the acquisition of the Shares by the Bidder and the completion of the Offer.

Non-Competition. (a) As a condition of Seller and its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges affiliates absolutely and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand unconditionally covenant and agree that with the Company has a legitimate interest in assuring that such confidential information Buyer that, from the period commencing on the Closing Date and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, continuing for a period equal to of five years following the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companydirectors, and resigned from the management of the Companyofficers, each of the Initial Subscribers agree that it will notemployees or affiliates will, either directly or indirectly, solely or jointly with any other person or persons, as an employee, consultant or advisor (whether voluntarily or involuntarilynot engaged in business for profit), engage or as an individual proprietor, partner, shareholder, director, officer, joint venturer, investor, lender or in any business activity within the United States that is in competition or is reasonably expected to be in competition other capacity, compete with the Company business of the Buyer in any and all parts of the world outlined on the plan annexed to that certain Shareholders' Agreement dated September 22, 1989 and subsequently amended, by and between Buyer and Seller (the "Shareholders' Agreement") as Exhibit B. For purposes of this Agreement, "compete with the business of the Buyer" shall mean engaging in the business of developing, designing, managing or which performs operating private correctional facilities or providing extradition services or sells goods which are similar to those therefore, provided, soldhowever, or contemplated that the foregoing restriction shall not prevent Seller from providing security personnel for supervision and security operations to be provided or sold, by the Companysuch entities. (b) Since It is expressly understood, acknowledged and agreed by Seller (i) that the damages restriction contained in Section 6.04(a) of this Agreement represents a reasonable and necessary protection of the legitimate interests of the Buyer and that its failure to observe and comply with its covenants and agreements in that paragraph will cause irreparable harm to the Company resulting from Buyer; (ii) it is and will continue to be difficult to ascertain the nature, scope and extent of the harm; and (iii) a breach remedy at law for such failure by the Seller will be inadequate. Accordingly, it is the intention of these provisions could not adequately be compensated by money damages, the Company shall be entitled toparties that, in addition to any other right rights or remedy available to itremedies which the Buyer may have in the event of any breach of Section 6.04(a), an injunction restraining such breach or threatened breachthe Buyer shall be entitled, and is expressly and irrevocably authorized by Seller, to demand and obtain specific performance, including, without limitation, temporary and permanent injunctive relief and all other appropriate equitable relief against Seller in order to enforce against Seller the covenants and agreements contained in that Section of this Agreement. (c) If any case no bond court of competent jurisdiction shall at any time deem the duration of the restriction contained in Section 6.04(a) of this Agreement to be too lengthy or other security the scope thereof to be too broad, the restrictive time period shall be required in connection therewith except as required deemed to be the longest period permissible by law, and the scope shall be deemed to comprise the broadest scope permissible by law. The Initial Subscribers parties hereby agree that such court may modify the provisions objectionable provision so as to make it valid, reasonable and enforceable and agree to be bound by the terms of this paragraph are necessary and reasonable to protect such provision, as modified by the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebycourt.

Non-Competition. A. All reinsurance intermediary business transacted through the efforts of ▇▇▇▇▇ shall be the sole property of WFNA and/or any company affiliated with WFNA (a“Affiliate”) As a condition and ▇▇▇▇▇ shall have no right to share in any commissions or fees resulting from the conduct of its ownership of a Membership Interest such business other than the compensation referred to in Section 2 hereof. ▇. ▇▇▇▇▇ recognizes and acknowledges that in the Company, each course of the Initial Subscribers acknowledges his employment by WFNA and agrees that it particularly by virtue of his position as a Senior Vice President of WFNA he will have access to and become familiar with certain confidential information of WFNA and trade secrets its Affiliates relating to persons, firms and corporations which are clients of WFNA and/or its Affiliates, for which clients WFNA and/or its Affiliates act as a reinsurance intermediary and perform other related services. This confidential information includes, but is not limited to, names of companies reinsured under any reinsurance agreement arranged through the Company's operationsintermediary of WFNA and/or its Affiliates as well as the names of reinsurers accepting liability under such agreements, customersthe terms and conditions, including attachment and other informationexpiration dates, of such reinsurance agreements, the experience of reinsureds and reinsurers under such agreements and the type of reinsurance program arranged by WFNA and/or its Affiliates for a reinsured. ▇▇▇▇▇ acknowledges that much of the information that the Initial Subscribers he will be exposed given access to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange only for the consideration provided pursuant to this Subscription Agreementpurpose of furthering the business interests of WFNA and its Affiliates and not for any personal benefit. ▇▇▇▇▇ agrees that he will not, without the prior written consent of WFNA, during the term of his employment by WFNA and for a period equal to twenty-four (24) months thereafter, except as may be required in the greater course of his employment hereunder: (i) five (5) years from directly or indirectly communicate, divulge or otherwise disclose any such confidential information to any person, firm or corporation, except as may be reasonably necessary or appropriate in connection with the date performance by ▇▇▇▇▇ of signing his duties hereunder, and except for such disclosure as may be required or protected by law, court order or contract and except for such disclosure as ▇▇▇▇▇ believes in good faith upon advice of this Subscription Agreement; counsel would subject WFNA, any affiliate, ▇▇▇▇▇, or another Officer, Director or employee of WFNA or any Affiliate to civil or criminal liability or prosecution if not made; (ii) two use any such confidential information for the purpose of inducing or attempting to induce any client of WFNA and/or its Affiliates to become a reinsurance intermediary client of ▇▇▇▇▇, or of any firm or corporation with which ▇▇▇▇▇ is affiliated in any capacity; (2iii) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, a. directly or indirectlyindirectly solicit or accept any treaty reinsurance intermediary business from any person, whether voluntarily firm or involuntarily, engage in any business activity within corporation for which WFNA’s Eastern Region acted as reinsurance intermediary during the United States that is in competition or is reasonably expected to be in competition with twelve (12) months immediately preceding the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach termination of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.▇▇▇▇▇’▇ employment;

Non-Competition. (a) As a condition material inducement to Buyer to enter into this Agreement, in consideration of the compensation payable hereunder, and for such other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, as well as in recognition of the fact that the value of the Business, including the goodwill, would be diminished substantially if Seller or any Affiliate of Seller were to engage in certain business or activities in competition with Buyer, Seller covenants and agrees that, except as required in the performance of the duties set forth in this Agreement or another written agreement with Buyer, neither Seller nor any of its ownership of a Membership Interest in Affiliates will, during the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notPeriod, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity become a Competitor anywhere within the United States Territory; provided, however, that an investment, whether direct or indirect, by Seller of {*} in an entity that is in competition or is reasonably expected to a Competitor shall not be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyconsidered a violation of this provision. (b) Since The parties specifically acknowledge and agree that the damages to the Company resulting from a remedy at law for any breach of these provisions could not adequately this Section 6.2 may be compensated by money damages, the Company shall be entitled toinadequate and that Buyer, in addition to any other right or remedy relief available to itthem, an injunction restraining such breach or threatened breach, may be entitled to temporary and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that permanent injunctive relief without the provisions necessity of this paragraph are necessary and reasonable to protect the Company in the conduct of its businessproving actual damage. If any restriction contained in this paragraph Section 6.2 is held by any court to be unenforceable, or unreasonable, as to time, geographic area or business limitation, Seller agrees that such provisions shall be deemed invalidand are hereby reformed to the maximum time, illegal or unenforceable by reason of extent, duration, geographical scope hereofgeographic area, or otherwise, then business limitation permitted by applicable Laws. The parties further agree that the Court making such determination remaining restrictions contained in this Section 6.2 shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, be severable and shall remain in its reduced form, such restriction effect and shall then be enforceable independently of each other. {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) Seller specifically acknowledges that the covenants set forth in this Section are reasonable and necessary to protect the legitimate interests of Buyer, and Buyer would not have entered into this Agreement in the manner contemplated herebyabsence of such covenants.

Non-Competition. (a) As a condition Executive recognizes that Executive’s duties will entail the receipt of its ownership of a Membership Interest Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company, each of the Initial Subscribers acknowledges Company at substantial cost and agrees that it will have access to constitute valuable and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets unique property of the Company. The Initial Subscribers understand Accordingly, the Executive acknowledges that protection of Trade Secrets and agree that Confidential Information is a legitimate business interest. Executive agrees not to compete with the Company has during the Employment Term and for a legitimate interest in assuring that such confidential information reasonable and trade secrets are limited period thereafter. Therefore, during the Employment Term and for a period of two years thereafter, the Executive shall not used by any have an investment of the Initial Subscribers $100,000.00 or more in a manner Competing Business (as defined herein) and shall not render personal services to any such Competing Business in any manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that would be disadvantageous any such breach is likely to result in irreparable harm to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the The Company shall be entitled toto specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other right provision of this Agreement or remedy available to it, an injunction restraining such breach or threatened breachany other agreement between the Company and Executive, and in that the existence of any case no bond claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other security agreement, shall be required in connection therewith except as required not constitute a defense to the enforcement by lawthe Company of such covenants. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable subsection (d) shall not be applicable to protect Executive if Executive is terminated from employment without Cause or the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.Executive resigns from employment for Good Reason

Non-Competition. 6.1 The parties acknowledge: (a) As a condition of its ownership of a Membership Interest that Employee's services under this Agreement will require special expertise and talent in the CompanyBusiness Activities (as defined below) and that Employee has developed or will develop substantial contacts with suppliers and industrial and commercial customers of Employer and its subsidiaries; (b) that Employee will be well-compensated under this Agreement for the expertise, each knowledge and contacts Employee has obtained and will obtain; (c) that pursuant to this Agreement, Employee will be placed in a position of the Initial Subscribers acknowledges trust and agrees that it responsibility and he will have access to a substantial amount of Confidential Information and become familiar Trade Secrets and that Employer is placing Employee in such position and giving Employee access to such information in reliance upon Employee's not competing against Employer or its subsidiaries, and not soliciting Employer's or its subsidiaries, industrial and commercial customers during the time periods set forth in this Agreement; (d) that due to Employee's special experience and talent, the loss of Employee's services to Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; (e) that Employee is or will be capable of competing with certain and substantially harming Employer and its subsidiaries and has or will have more than adequate experience, customer contact, supplier contact, name recognition and industry reputation to start and/or sustain a competing business; and (f) that the terms of this Section 6 are necessary to protect Employer's legitimate business interests and confidential information and trade secrets relating to the Companythat Employee's operations, customers, and competition with Employer or its subsidiaries or other information, and that much violation of the information that the Initial Subscribers will be exposed covenants set forth below would cause substantial and irreparable harm to constitute trade secrets Employer. 6.2 For purposes of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such this Agreement, "Trade Secrets" shall mean all secret, proprietary or confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; regarding Employer or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectlybusiness, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, developed by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, Employee or otherwise, then including any and all information not generally known to, or ascertainable by, persons not employed by Employer, the Court making such determination disclosure or knowledge of which would permit those persons to derive actual or potential economic value therefrom or to cause economic or financial harm to Employer. "Trade Secrets" shall have not include information that has become generally available to the public by the act of one who has the right to reduce disclose such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyinformation without violating a legal right of Employer.

Non-Competition. (a) As a condition Solely to protect the Buyer in respect of its ownership the goodwill of a Membership Interest in the CompanyCompanies, each of Selling Shareholder agrees that, during the Initial Subscribers acknowledges period beginning on the date hereof and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of ending two (i) five (52) years from the date of signing of this Subscription Agreement; or hereof (ii) two (2) years after the “Noncompete Period”), such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it Selling Shareholder will not, either on its own account or for any other Person, directly or indirectly, whether voluntarily (i) recruit or involuntarilyhire away or attempt to recruit or hire away any employee of the Companies that has value to the Companies, any independent contractors to the Companies that provide services of value to the Companies, or persons providing services to an independent contractor to the Companies where that person is essential to the ability of the independent contractor to provide services of value to the Companies, or assist any Person to engage in any such conduct, (ii) solicit or interfere with or endeavor to entice away any current or potential customer or business activity within partner of the United States that is in competition or is reasonably expected to be in competition with Companies (a “Customer”) from the Company or which performs services or sells goods which are similar to those provided, soldCompanies, or contemplated (iii) perform services for, solicit business from or participate in client or customer relationship management activities with respect to be provided any such Customer to the extent that such activities are likely to result in the Companies losing any current or sold, by the Companypotential customer or business partner. (b) Since the damages to the Company resulting from a Each Selling Shareholder further agrees that any remedy at law for any breach of these the provisions could not adequately contained in this Section 6.14 shall be compensated by money damages, the Company inadequate and that Buyer shall be entitled to, to injunctive relief in addition to any other right remedy to which Buyer may be entitled. (c) If the period of time or remedy available to it, an injunction restraining such breach or threatened breach, and any other parts of the provisions specified in subparagraph (a) above should be adjudged unreasonable in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwiseproceeding, then the Court making period of time shall be reduced by such determination shall have number of months, or such other provision reduced in scope, so that such restrictions may be enforced for such time and to such extent as is adjudged to be reasonable. If there is a violation of any of the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable restrictions contained in the manner contemplated herebyforegoing subparagraph (a), the restrictive period shall not run from the time of the commencement of any such violation until such time as such violation shall be cured to the satisfaction of Buyer.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in During the Company, each term of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsLease, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Lessor shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, (i) engage in the construction or operation of any business activity within the United States that is in competition hospital or is reasonably expected to be in competition with the Company or of any other health care facility which performs provides services or sells goods which are similar to those provided, sold, or contemplated to be the services provided or sold, by the CompanyHospital or (ii) acquire, lease or own, serve as a member or be a shareholder of or otherwise exercise management control over a hospital or of any other health care facility which provides services similar to the services provided by the Hospital, which, in respect of (i) and (ii) above, is located within fifty (50) miles of the Hospital. Notwithstanding the foregoing, Lessor shall not be bound by this Section 6.10 to the extent that Lessee's operation of the Hospital, pursuant to the Lease and this Annex A, does not fulfill the Lessor's public purpose of providing for the operation of a hospital for the citizens of its district. (b) Since Lessor recognizes that the damages covenants in this Section 6.10, and the territorial, time and other limitations with respect thereto, are reasonable and properly required for the adequate protection of the Lease of the Premises and acquisition of the Assets by Lessee, and agrees that such limitations are reasonable with respect to its activities, business and public purpose. Lessor agrees and acknowledges that the Company resulting from a breach violation of these provisions could not adequately the covenants or agreements in this Section 6.10 would cause irreparable injury to Lessee and that the remedy at law for any violation or threatened violation thereof would be compensated by money damages, the Company shall be entitled toinadequate and that, in addition to any whatever other right remedies may be available at law or remedy available in equity, Lessee shall be entitled to it, an injunction restraining such breach or threatened breach, temporary and in any case no bond permanent injunctive or other security shall be required equitable relief without the necessity of proving actual damages or posting bond. The parties hereto also waive any requirement of proving actual damages in connection therewith except as required by law. The Initial Subscribers agree with the obtaining of any such injunctive or other equitable relief. (c) It is the intention of each party hereto that the provisions of this paragraph are necessary Section 6.10 shall be enforced to the fullest extent permissible under the laws and reasonable the public policies of the State of Louisiana and of any other jurisdiction in which enforcement may be sought, but that the unenforceability (or the modification to protect conform with such laws or public policies) of any provisions hereof shall not render unenforceable or impair the Company remainder of this Annex A. Accordingly, if any term or provision of this Section 6.10 shall be determined to be illegal, invalid or unenforceable, either in the conduct of its business. If any restriction contained whole or in part, this paragraph Annex A shall be deemed invalidamended to delete or modify, illegal or unenforceable by reason as necessary, the offending provisions and to alter the balance of extent, duration, geographical scope hereof, or otherwise, then this Annex A in order to render the Court making such determination shall have same valid and enforceable to the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyfullest extent permissible as aforesaid.

Non-Competition. (a) As a condition In furtherance of its ownership the sale of a Membership Interest in the Stock to the Buyer, upon the consummation of the transactions contemplated herein and more effectively to transfer and protect the business of the Company, each the Stockholder agrees that for a period ending on the third anniversary of the Initial Subscribers acknowledges and agrees that date hereof, it will have access not (i) directly or indirectly own, manage or operate an equipment lease brokerage business anywhere in the Commonwealth of Pennsylvania and any other state in which the Company presently conducts its business, that sells to and become familiar with certain confidential information and trade secrets relating to any of the Company's operations, or Partnership's existing customers, and other information, and ; provided that much ownership of not more than five percent (5%) of the information that issued and outstanding shares of a class of securities of a corporation, the Initial Subscribers will securities of which are traded on a national securities exchange or in the over-the-counter market, shall not be exposed to constitute trade secrets deemed ownership of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that issuer of such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange shares for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing purposes of this Subscription Agreementparagraph; or (ii) two (2) years after induce or attempt to persuade any employee or agent of the Company to terminate such time as employment or agency relationship in order to enter into any Initial Subscriber shall have transferred such relationship with the Stockholder or sold such portion any of its Membership Interest in the Company so as subsidiaries or affiliates or to result in total ownership enter into any such relationship on behalf of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any other business activity within the United States that is in competition or is reasonably expected to be organization in competition with the Company Company. Nothing contained herein shall be deemed a restriction on the Stockholder's right to merge with or which performs services be acquired by any entity engaged in the equipment leasing business and no such merger or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyacquisition shall constitute a breach hereunder. (b) Since Without limiting the damages right of the Buyer and any of its successors or assigns to pursue all other legal and equitable rights available to them for violation of the Company resulting from covenant set forth in Section 3.1(a) above by the Stockholder, it is agreed that other remedies cannot fully compensate the Buyer and its successors and assigns for such a breach of these provisions could not adequately be compensated by money damages, violation and that the Company Buyer and its successors and assigns shall be entitled toto injunctive relief to prevent violation or continuing violation hereof. It is the intent and understanding of each party hereto that if, in addition any action before any court or agency legally empowered to enforce this covenant, any other right term, restriction, covenant or remedy available promise is found to itbe unreasonable and for that reason unenforceable, an injunction restraining then such breach term, restriction, covenant or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph promise shall be deemed invalid, illegal modified to the extent necessary to make it enforceable by such court or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyagency.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to the greater of three (i) five (53) years from immediately following the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, whether voluntarily operate, perform or involuntarily, engage have any ownership interest in any business activity within the United States that is in competition develops, manufactures, sells, installs or is reasonably expected to be distributes products in competition with the Company ORiNOCO Business, except that Seller or its subsidiaries may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the business of which performs services is not in competition with the ORiNOCO Business, (ii) invest as a minority shareholder with less than 19.9% ownership in any non-public entity provided that neither Seller nor any of its Affiliates has the legal right (by contract or sells goods which are similar the terms of the securities it owns) to those provided, soldapprove any action within the scope of this section), or contemplated (iii) continue to operate the WCND client module business which, among other things, incorporates software products into reference designs, provides radio products for integration into host devices and sells client card products. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be provided or soldcompetition with the ORiNOCO Business, by and a Person shall not be considered to be in the Company"business" of competing with the ORiNOCO Business if such Person derives less than twenty percent (20%) of its revenues from products that compete with the ORiNOCO Business. (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.11(a) constitute a material inducement to the Company resulting from Buyer's entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebycircumstances.

Non-Competition. In consideration of the Company’s providing to Wilde, in his capacity as an employee prior to the Effective Date, confidential information, trade secrets, goodwill and proprietary information and in further consideration for the Company’s payment of salary and bonus, and accelerated vesting of options Wilde agrees to the following: (a) As Wilde acknowledges and confirms the following matters: (i) Wilde has been employed by the Company prior to the Effective Date, in a condition confidential relationship wherein Wilde, in the course of its ownership of a Membership Interest in his relationship with the Company, each has become aware of information as to the specific manner of doing business and the customers of the Initial Subscribers acknowledges Company and agrees that it will have access to its affiliates and become familiar future plans with certain confidential information and trade secrets relating to the Company's operationsrespect thereto, customers, and other information, and that much all of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company which has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous been maintained at significant expense to the Company. As This information is a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater trade secret and constitutes valuable goodwill and proprietary information of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (bii) Since Wilde recognizes that the damages Company’s business is dependent upon its trade secrets, including secret processes, techniques, methods and data. The protection of these trade secrets is of critical importance to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawCompany. The Initial Subscribers agree that Company will sustain great loss and damage if, during the term of this Agreement, for whatever reason, Wilde should violate the provisions of this paragraph Agreement. Wilde acknowledges that such a violation would cause irreparable harm to the Company and that the Company would be entitled to injunctive relief to remedy such violation. (b) Wilde agrees not to directly or indirectly, without the prior express written consent of the Company: (i) engage, as a shareholder, owner, partner, employee, agent, joint venturer, or in a managerial, consulting or any other capacity, whether as an independent contractor, consultant or advisor, or as a sales representative in any business engaged in (a) air drilling or underbalanced drilling, casing and tubing services, or rental of oil and gas drill pipe for a period from the date hereof through March 31, 2008, and (b) horizontal or directional drilling services for a period from the date hereof through March 31 2010, within the United States (the “Territory”); provided, however, that Wilde may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise), if such securities are necessary listed on any national or registered securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 or in the event that Wilde’s new business of manufacturing drill bits is purchased by a company in the oilfield services business which has operations in the segments described in subsections (a) and reasonable (b) above, then it shall not be deemed to protect be a breach of this Section 3(b)(i) provided Wilde does not engage, participate or manage in the business segments described above. (ii) call upon any person who is, at that time, an employee of the Company in a managerial capacity within the conduct Territory for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (except B▇▇▇▇ ▇▇▇▇▇ for which the Company has agreed that Wilde may solicit) for a period from the date hereof through March 31, 2009; (iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling horizontal or directional drilling services within the Territory for a period from the date hereof through March 31, 2010; (iv) disclose the identity of the Company’s or its business. If affiliates’ existing or proposed customers to any restriction contained person or entity whatsoever, for any reason or purpose whatsoever. (c) Wilde agrees that this Section 3 is a material and substantial part of Wilde’s agreement with the Company. (d) Because the Company will sustain great loss and damage as a result of the breach by Wilde of the covenants in this paragraph shall Section 3, and because of the immediate and irreparable damage that would be deemed invalidcaused to the Company by such a breach for which it would have no adequate remedy since monetary damages alone would not be an adequate remedy, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, andWilde agrees that, in its reduced formthe event of a breach by Wilde of the covenants in this Agreement, such restriction shall then covenants may be enforceable enforced by the Company by, without limitation, injunctions and restraining orders and other forms of equitable relief and specific performance, without the necessity of posting any bond in connection therewith. (e) It is agreed by the manner contemplated herebyparties that the covenants in this Section 3 impose a reasonable restraint on Wilde in light of the activities and business of the Company and Wilde on the date of the execution of this Agreement and the future plans of the Company.

Non-Competition. During the term of your employment with Skyworks and for the first twenty-four (a24) As a condition months after the date on which your employment with Skyworks is voluntarily or involuntarily terminated (the “Noncompete Period”), you will not engage in any employment, consulting or other activity that competes with the business of its ownership Skyworks or any subsidiary or affiliate of Skyworks (collectively, the “Company”). You acknowledge and agree that your direct or indirect participation in the conduct of a Membership Interest competing business alone or with any other person will materially impair the business and prospects of Skyworks. During the Noncompete Period, you will not (i) attempt to hire any director, officer, employee or agent of Skyworks, (ii) assist in the Companysuch hiring by any other person, each (iii) encourage any person to terminate his or her employment or business relationship with Skyworks, (iv) encourage any customer or supplier of the Initial Subscribers acknowledges and agrees that it will have access Skyworks to and become familiar terminate its relationship with certain confidential information and trade secrets relating to the Company's operationsSkyworks, customersor (v) obtain, and or assist in obtaining, for your own benefit (other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets than indirectly as an employee of the Company) any customer of Skyworks. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by If any of the Initial Subscribers restrictions in a manner that would this Section 3 are adjudicated to be disadvantageous excessively broad as to scope, geographic area, time or otherwise, said restriction shall be reduced to the Companyextent necessary to make the restriction reasonable and shall be binding on you as so reduced. As a resultAny provisions of this section not so reduced will remain in full force and effect. It is understood that during the Noncompete Period, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal you will make yourself available to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management for consultation on behalf of the Company, each upon reasonable request and at a reasonable rate of compensation and at reasonable times and places in light of any commitment you may have to a new employer. You understand and acknowledge that the Company’s remedies at law for breach of any of the Initial Subscribers restrictions in this Section are inadequate and that any such breach will cause irreparable harm to Skyworks. You therefore agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition and as a supplement to such other rights and remedies as may exist in Skyworks’ favor, Skyworks may apply to any other right or remedy available court having jurisdiction to it, an injunction restraining such breach or threatened breachenforce the specific performance of the restrictions in this Section, and in may apply for injunctive relief against any case no bond or other security shall be required in connection therewith except as required by lawact which would violate those restrictions. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalidG▇▇▇▇▇ ▇▇▇▇▇ Page 5 May 26, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.2005

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySellers agree that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment by Purchaser of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to of [**] years immediately following the greater of Closing Date: (i) five (5) years from the date neither Sellers nor any of signing of this Subscription Agreement; their respective divisions or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notsubsidiaries will, directly or indirectly, whether voluntarily operate, perform, have any interest in or involuntarilyotherwise be engaged in or concerned with a business which develops, engage manufactures, prepares, sells, installs or distributes products or performs services in competition with the Business; and (ii) no affiliate of the Sellers will, directly or indirectly, operate, perform, have any interest in or otherwise be engaged in or concerned with a business activity which develops, manufactures, prepares, sells, installs or distributes products or performs services in competition with the Business within the United States that is and Canada. For these purposes, ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in competition or is reasonably expected excess of [**]% of any class of such securities shall not be considered to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyPurchaser. (b) Since Each Seller acknowledges that the damages restrictions on its activities under Section 6.5(a) hereof are necessary for the reasonable protection of Purchaser and constitute a material inducement to the Company resulting from Purchaser's entering into and performing this Agreement. Each Seller further acknowledges, stipulates and agrees that a breach of these provisions could such obligations will result in irreparable harm and continuing damage to Purchaser for which there will be no adequate remedy at law and further agrees that in the event of any breach of said obligations and agreements, Purchaser and its successors and assigns will be entitled to injunctive relief and to such other relief as is proper under the circumstances. (c) Notwithstanding anything in this Section 6.5 to the contrary, nothing herein shall prevent a Seller or any of its affiliates from purchasing or otherwise acquiring a diversified company (an "Acquired Business") if not adequately be compensated by money damagesmore than [**] percent [**]% of the sales of such Acquired Business (based on its most recent annual financial statements) are derived from activities that compete with the Business as it exists on the Closing Date (such part of the Acquired Business, the Company "Competing Business"); provided, however, that such Seller or its affiliate shall be entitled to, contact Purchaser within [**] days after the acquisition of such Acquired Business and offer Purchaser the opportunity of negotiating in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawgood faith the purchase of the Competing Business. The Initial Subscribers purchase price for the Competing Business would be the fair market value of the Competing Business, as determined by an independent appraiser with a national reputation. In the event that Purchaser and such Seller, acting in good faith, fail to agree that on the terms of a sale transaction are unable to enter into a definitive agreement for the sale of the Competing Business after a period of [**] days following such Seller's notification to Purchaser, the provisions of this paragraph are necessary Section 6.5(a) shall not apply to such Competing Business and reasonable to protect the Company in the conduct of such Seller or its business. If any restriction contained in this paragraph affiliate shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making able to retain such determination shall have the right Competing Business without any further obligation to reduce Purchaser under this Section 6.5 with respect to such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyCompeting Business.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for For a period equal to the greater of (i) five (5) years from following the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as Closing, neither the Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notSeller’s Affiliates shall, directly or indirectly, whether voluntarily through any person, entity or involuntarilycontractual arrangement: (i) sell, engage in transfer, assign, or otherwise dispose of, any business activity within the United States dark fiber; or (ii) sell any wavelength service(s) that is in competition or is reasonably expected to be in competition with solely provided on the fiber provided by the Company to the Seller or which performs services its Affiliates as of the Closing Date pursuant to an IRU or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by lease between the CompanyCompany and the Seller. (b) Since The Seller acknowledges that the damages covenants of the Seller set forth in this Section 4.7 are an essential element of this Agreement and that any breach by the Seller of any provision of this Section 4.7 will result in irreparable injury to the Company resulting from Buyer. The Seller acknowledges that in the event of such a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled tobreach, in addition to any all other right or remedy remedies available to itat law, an injunction restraining such breach or threatened breach, and in any case no bond or other security the Buyer shall be required in connection therewith except entitled to seek equitable relief, including injunctive relief, as required by lawwell as such other damages as may be appropriate. The Initial Subscribers agree Seller has independently consulted with their counsel and after such consultation agrees that the covenants set forth in this Section 4.7 are reasonable and proper to protect the legitimate interests of the Buyer. (c) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this paragraph Section 4.7 are unreasonable, it is the intention and the agreement of the parties hereto that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Seller’s conduct that are reasonable in light of the circumstances and as are necessary to assure to the Buyer the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 4.7 because taken together they are more extensive than necessary to assure to the Buyer the intended benefits of this Agreement, it is expressly understood and reasonable agreed by the parties hereto that the provisions hereof that, if eliminated, would permit the remaining separate provisions to protect the Company be enforced in the conduct of its business. If any restriction contained in this paragraph such proceeding, shall be deemed invalideliminated, illegal or unenforceable by reason for the purposes of extentsuch proceeding, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyfrom this Agreement.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers The Restricted Party acknowledges and agrees that it will have access (a) the Business of the Company Group was conducted throughout the Territory prior to the Closing, (b) the Company Group’s reputation and become goodwill are an integral part of its Business success throughout the Territory as of the Closing, (c) the Restricted Party is familiar with certain of the trade secrets and other confidential information of Company Group and trade secrets relating the Business, (d) the Restricted Party’s services prior to the Company's operationsClosing were of special, customersunique and extraordinary value to the Business and (e) Buyers and their Affiliates would be irreparably damaged and harmed if, in violation of this Agreement, the Restricted Party were to provide services or to otherwise participate in the operations or business of any Person engaged in the Business within the Territory and other information, and that much any such competition could result in a significant loss of goodwill by Buyers in respect of the information that the Initial Subscribers will be exposed to constitute trade secrets of the CompanyBusiness. The Initial Subscribers understand Restricted Party further acknowledges and agree agrees that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five the covenants and agreements set forth in this Section 1 are a critical inducement to each Buyer to enter into this Agreement and the Purchase Agreement and to perform their obligations hereunder and thereunder, (5ii) years from Buyers and their Affiliates would not obtain the benefit of the bargain set forth in the Purchase Agreement as specifically negotiated by the parties thereto if the Restricted Party breached the provisions of this Section 1, (iii) the covenants set forth in this Section 1 are being made by the Restricted Party in connection with the direct and/or indirect sale by the Restricted Party of the Securities held by Sellers pursuant to terms of the Purchase Agreement and not directly or indirectly in connection with the Restricted Party’s employment or other relationship with Sellers, and (iv) the character, duration and scope of this Agreement are reasonable in light of the circumstances as they exist on the Effective Date, including the Restricted Party’s economic interest in the transactions contemplated by the Purchase Agreement. Therefore, in further consideration of the amounts to be paid pursuant to the Purchase Agreement and to protect the goodwill of the Business transferred in connection therewith, and as a condition to each Buyer’s willingness to enter into the Purchase Agreement and this Agreement, the Restricted Party shall not, and shall cause its Affiliates not to, during the period beginning on the Closing Date and ending on the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management expiration of the Company, each of the Initial Subscribers agree that it will notRestricted Period (as defined below), directly or indirectly, whether voluntarily or involuntarilyincluding through another Person, engage in any business activity within except on behalf of the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesBuyers, the Company shall Group or the Business, (x) provide to any Person located in the Territory products and/or services that are competitive with the Business, (y) call on, solicit, or service any Person who the Restricted Party has knowledge is a customer, supplier, vendor, licensee, licensor, franchisee, distributor, channel partner, reseller or other business relation of Sellers for the purpose of providing services that are competitive with the Business, and (z) own any interest in, manage, control, consult with, render services for, or be entitled toemployed by, any Person that engages or, to the knowledge of the Restricted Party, is preparing to engage, in addition any manner, in the Business within the Territory. Nothing herein shall prohibit the Restricted Party from being a passive owner of not more than 2% (excluding, for the avoidance of doubt, any ownership of Buyers which shall not be subject to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions terms of this paragraph are necessary and reasonable to protect Section 1) of any class of stock of a corporation, which class of stock is publicly traded, so long as the Company Restricted Party has no active participation in the conduct business of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebycorporation.