Common use of Non-Competition Clause in Contracts

Non-Competition. (a) The Employee agrees and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee hereby agrees and undertakes with the Company that, for as long as during the Employee is employed by the Company Employment Term and for the Non Compete Period thereafter - a period of twenty-four (24) months thereafter, (i) the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsnot, directly or indirectly, as ownerengage or invest in, partnerown, joint venturermanage, shareholderoperate, employeefinance, brokercontrol or participate in the ownership, agentmanagement, principaloperations, corporate officerfinancing or control of, directoror be engaged by, licensor associated with, or in any other capacity whatever; providedmanner connected with, however, that lend the name of the Employee may own securities to, lend the credit of the Employee to, or render services or advice to, any business, the products or activities of which compete in whole or in part with the products or activities of the Company Business; (ii) the Employee shall not, directly or indirectly, for himself or any other person (A) induce or attempt to induce any other employee or agent of the Company then currently employed thereby to leave the employ of the Company, (B) in any way interfere with the relationship between the Company and any other employee or agent of the Company then currently employed thereby, employ, or otherwise engage as an employee, independent contractor or otherwise, any other employee of the Company then currently employed thereby, or (D) induce or attempt to induce any customer, supplier, licensee or business relation of the Company, to cease doing business with the Company or in any way interfere with the relationship between any customer, supplier, licensee or business relation of the Company, and the Company; and (iii) the Employee shall not, directly or indirectly, either for himself or any other person, solicit the business of any corporation person known to the Employee to be a customer of the Company, whether or not the Employee had personal contact with such person prior to the Employment Term, with respect to products or activities which is engaged compete in such business and is publicly owned and traded, but whole or in an amount not to exceed at any one time one percent part with the products or activities of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwiseCompany Business. (b) The Furthermore, the Employee hereby agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter that, at any time, the Employee will shall not (i) employ or retain any person employed or retained by disparage the Company or its affiliates on the date Company Business or any of the Employee’s termination directors, officers, other employees or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date agents of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of Notwithstanding the terms contained foregoing, nevertheless, in this Section 8 shall15, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term nothing contained herein shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to prohibit the Employee for from purchasing or holding any stock or other securities traded on a national securities exchange registered under the Employee’s undertakings set out Securities Exchange Act of 1934, as amended and presently in this Section 8effect, or under the National Association of Securities Dealers Automated Quotation System or any successor thereto.

Non-Competition. (a) The Employee Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and undertakes do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Executive agrees that, for a period of twelve (12) months after the end of the Executive’s employment by the Company, the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as long director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the Employee is termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company; provided, however, that employment or service as a consultant, agent or representative shall not be subject to the foregoing limitation in this Section 17(b) to the extent that such employment or service would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company, to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the Non Compete Period thereafter - end of the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered Executive’s employment by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsthat he will not, directly or indirectly, as ownera sole proprietor, partnermember of a partnership or as a stockholder, joint venturerinvestor, shareholderofficer or director of a corporation, or as an employee, broker, agent, principal, corporate officer, director, licensor associate or in any other capacity whatever; provided, however, that the Employee may own securities consultant of any corporation which is engaged in person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business and is publicly owned and tradedfor, but in an amount not to exceed at (i) any one time one percent client of the Company or any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that its Subsidiaries who was a client during the period of his or her Executive’s employment with the Company and for twelve months thereafter the Employee will not Company, (iii) employ any clients or retain any person employed or retained by prospective clients of the Company or any of its affiliates on the date of the Employee’s termination Subsidiaries who were solicited or during the preceding twelve monthsserviced, directly or indirectly, including personally by the Executive, in whole or in part, or (iii) any business in which he former client of the Company or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity of its Subsidiaries who was provided a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its affiliates on Subsidiaries at the date of the Employee’s termination such employment terminated or during the preceding twelve monthsthen being actively developed, for the purpose of offering services or products which compete with the services or products supplied bona fide intent to market same, by the CompanyCompany or any of its Subsidiaries. (ce) If The Executive hereby agrees that damages and any one other remedy available at law would be inadequate to redress or more remedy any loss or damage suffered by the Company upon any breach of the terms contained in of this Section 8 shall17 by the Executive, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, and the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware Executive therefore agrees that the Total Salary includes special consideration paid Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the Employee for the Employee’s undertakings set out in terms of this Section 817 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. (a) The Employee Executive hereby understands, acknowledges and agrees that he has not been employed in the furniture manufacturing industry prior to the date of this Agreement and undertakes that, for by virtue of his position as long as Chief Executive Officer of the Employee Company, the Executive will have advantageous familiarity and personal contacts with the suppliers, vendors and customers, wherever located, of the Company and its subsidiaries or affiliates and will have advantageous familiarity with the Confidential Information and the business, operations, affairs and strategy of the Company and its subsidiaries or affiliates. Accordingly, at all times while the Executive is employed by the Company and for a period of two (2) years following his Last Day of Employment, the Non Compete Period thereafter - the Employee Executive shall not become financially interested innot, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by location within the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsUnited States of America, directly or indirectly, or individually or together with any other Person, as owner, shareholder, investor, member, partner, joint venturerproprietor, shareholderprincipal, director, officer, employee, brokermanager, agent, principalrepresentative, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employeeindependent contractor, consultant or otherwise.: (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ engage in or retain assist another Person in engaging in, or use or permit his name to be used in connection with, any person employed business, operation or retained activity which competes with any business, operation or activity conducted or proposed to be conducted by the Company or any of its subsidiaries or affiliates on (or which is in the date same or a similar line of business as the Employee’s termination Company or any of its subsidiaries or affiliates) at any time during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholderExecutive's employment with the Company; or (ii) solicitengage in or assist another Person in engaging in, canvass or approach use or endeavor permit his name to solicitbe used in connection with, canvass any business, operation or approach activity which competes with any person business, operation or entity who was provided with services activity conducted by the Company or any of its subsidiaries or affiliates (or which is in the same or a similar line of business as the Company or any of its subsidiaries or affiliates) at any time during such two (2) year period following his Last Day of Employment; or (iii) finance, join, operate or control any business, operation or activity which competes with any business, operation or activity conducted or proposed to be conducted by the Company or any of its subsidiaries or affiliates (or which is in the same or a similar line of business as the Company or any of its subsidiaries or affiliates) at any time during the Executive's employment with the Company; or (iv) finance, join, operate or control any business, operation or activity which competes with any business, operation or activity conducted by the Company or any of its subsidiaries or affiliates (or which is in the same or a similar line of business as the Company or any of its subsidiaries or affiliates) at any time during such two (2) year period following his Last Day of Employment; or (v) offer or provide employment, hire or engage (whether on the date a full-time, part-time or consulting basis or otherwise) any individual who has been an employee of the Employee’s termination Company or during the preceding twelve monthsany of its subsidiaries or affiliates within one (1) year prior to such offer, for the purpose of offering services hiring or products which compete with the services or products supplied by the Companyengagement. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes thatWithout the consent in writing of the Board, upon the Executive's Date of Termination for any reason, Executive will not, for a period of eighteen (18) months thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as long owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the Employee continental United States which is employed a material business conducted by the Company and for or any of its subsidiaries on the Non Compete Period thereafter - date of the Employee shall not become financially interested in, be employed byconsummation of a Change of Control in which he has been directly engaged, or have any has supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business connection with, any business or venture that is engaged in any activities competing with products or services offered then conducted by the Company, including, without limitation, Company or any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsof its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that during and within the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period scope of his or her employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), (ii), and for twelve months thereafter (iii) above are separate and distinct commitments independent of each of the Employee will other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsthis paragraph (a), directly or indirectlyneither shall service (whether as an employee, including personally or in any business in which he or she is an officer, director or shareholder; consultant) with respect to Commercial Intertech Corp., nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (iiincluding any successor board thereto) solicitbe deemed, canvass or approach or endeavor of itself, to solicit, canvass or approach any person or entity who was provided be inconsistent with services by clause (i) of this paragraph (a). The Executive and the Company or its affiliates on agree that the date value to be assigned to the obligations of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. Executive under this paragraph (ca) If any is an amount equal to one or more hundred percent (100%) of the terms contained in this Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 8 shall, for 11(a) or (b) shall not require Executive to return any reason, be held payment or benefit previously distributed to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawExecutive. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees By and undertakes that, for as long as in consideration of the Employee is employed Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Partnership, the Company and their respective Affiliates, the Executive agrees that the Executive shall not, during the Term and for a period of six (6) months thereafter (the Non Compete Period thereafter - the Employee shall not become financially interested in“Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or have any business connection withparticipate in the ownership, any business management, operation or venture that is engaged control of, or be connected in any activities competing with products or services offered by the Companymanner with, including, without limitation, holding any activities involving video content advertisementposition as a principal, web advertisementsagent, video data mining and video recommendation systemsowner, stockholder, director, officer, consultant, advisor, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below), or otherwise howsoever own, operate, carry on or engage in the operation of or otherwise work for or assist the operation of, or have any financial interest in or provide, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any other capacity whateverRestricted Enterprise; provided, however, that the Employee may own securities in no event shall ownership of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent (1%) or less of the outstanding securities of any class of stock or any issuer whose securities are registered under the Securities Exchange Act of such company1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as he/she has no active role the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not any business which is either (i) employ or retain any person employed or retained by in competition with the business of the Partnership, the Company or its affiliates on the date any of the Employee’s termination or their respective Affiliates conducted during the preceding twelve months(12) months (or following the Term, directly the twelve (12) months preceding the last day of the Term), or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicitproposed to be conducted by the Partnership, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on any of their respective Affiliates in the date Partnership’s, the Company’s or their respective Affiliate’s business plan as in effect at that time (or following the Term, the business plan as in effect as of the Employee’s termination or during last day of the preceding twelve monthsTerm). During the Restriction Period, for the purpose upon request of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more , the Executive shall notify the Company of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawExecutive’s then-current employment status. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (ai) The Employee In consideration of the compensation to be paid to the Executive hereunder, the Executive agrees that during the period beginning on the Effective Date and undertakes thatending eighteen (18) months following the Termination Date: (A) the Executive shall not, for whether individually or in his capacity as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested ina director, be employed byofficer, or have any business connection withmanager, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as ownermember, partner, joint venturer, shareholder, employee, brokerconsultant, agent, principal, corporate officer, director, licensor agent or representative of or to a person or entity engage directly or indirectly in any business engaged in the provision of the telecommunications services or other capacity whateverservices provided by the Company or any of their subsidiaries and downstream affiliates as of the Effective Date or at any time during the term of the Agreement in any state in which the Company or any of its subsidiaries and downstream affiliates provided such services to the extent such services in each such state accounted for greater than five percent (5%) of the Company’s revenues; provided, however, that (x) ownership of less than one percent (1%) of the Employee may own securities outstanding stock of any publicly-traded corporation which is engaged shall not be deemed to violate this subsection, or (y) the Executive may apply for, and the Company will make a good faith determination on whether to grant, a waiver of this subsection; and (B) the Executive shall not (1) whether individually or in such business and is publicly owned and tradedhis capacity as a director, but in an amount not to exceed at any one time one percent of any class of stock or securities of such companyofficer, so long as he/she has no active role in the publicly owned and traded company as directormanager, member, partner, shareholder, employee, consultant consultant, agent or otherwise. (b) The Employee agrees and undertakes that representative of or to a person or entity, solicit or otherwise endeavor to entice away, any person or entity who, during the period term of his the Agreement and at any time during the six (6) months prior to the termination of the Executive’s services hereunder, is or her employment with the Company and for twelve months thereafter the Employee will not (i) employ was an officer, employee, sales agent, consultant, customer or retain any person employed or retained by supplier of the Company or its affiliates on the date of the Employee’s termination subsidiaries and affiliates, or during the preceding twelve months, (2) either directly or indirectly, including personally alone or in any business in which he conjunction with another party, interfere with or she is an officerharm, director or shareholder; attempt to interfere with or harm, the relationship of the Company or its subsidiaries and affiliates (iiincluding the termination of such relationship or causing the purchase of services from a competitor) solicit, canvass or approach or endeavor to solicit, canvass or approach with any person or entity who who, during the term of the Agreement, and at any time during the six (6) months prior to the termination of the Executive’s services hereunder, is or was provided with services by a current employee, sales agent, consultant, customer or supplier of the Company or its subsidiaries and affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete otherwise had a business relationship with the services Company or products supplied by its subsidiaries and affiliates other than the CompanyExecutive’s secretary/administrative assistant. (cii) If at any one time the Executive or more his subsequent employer successfully challenges the enforceability of the terms contained provisions of Sections 13(c)(i) or I3(c)(ii), then (A) all references to eighteen (18) months in this Section 8 shall, for any reason, section 13(c) shall instead be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced references to the extent compatible with applicable law. time period that such non-compete and non-solicitation restrictions actually remain in effect, and (dB) The Employee declares that he or she is aware the amount of Base Salary and bonus amount that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Executive may receive as severance under Section 812(b)(ii) shall automatically be reduced proportionately.

Non-Competition. (a) The Employee agrees and undertakes thatUntil the third anniversary of the Closing Date, for as long as neither Tolkoff nor the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested inTolkoff Partnership or their respective Affiliates shall, be employed by, anywhere in North America or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsEurope, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor alone or in association with any other Person, firm, corporation or other business organization, unless consented to in writing by MedSource, (A) acquire or own in any manner, any interest in any Person that is engaged in the business of the Company as it was conducted immediately prior to the Closing Date or competes in any way with the business of the Company as it was conducted immediately prior to the Closing Date, (B) engage in the business of the Company as it was conducted immediately prior to the Closing Date or compete in any way with the business of the Company as it was conducted immediately prior to the Closing Date, (C) be employed in any capacity whateverby, serve as an employee of, or consultant or advisor to, or otherwise participate in the management or operation of, any Person that is engaged in the business of the Company as it was conducted immediately prior to the Closing Date or competes with the business of the Company as it was conducted immediately prior to the Closing Date in any way; provided, however, that notwithstanding the Employee foregoing, (i) Tolkoff, the Tolkoff Partnership and their Affiliates (collectively and not individually) may own up to five percent (5%) of the voting securities of any corporation which is engaged publicly-traded company; (ii) Tolkoff's ownership of certain membership interests in, manager participation in such business and is publicly owned employment by Seedling shall not be deemed a violation of this Section 7.4(a); and traded(iii) Tolkoff may continue to serve on the board of directors of (or, but in an amount not to exceed at any one time one percent of any class of stock or securities of such if a limited liability company, so long in a manager or member role similar to that exercised by a board of directors) or act as he/she has no active role in the publicly owned an advisor to those entities listed on Schedule 7.3, and traded company neither Seedling nor those entities listed ------------ on Schedule 7.3 hereof shall be subject to this Section 7.4(a) as director, employee, consultant or otherwisea result of ------------ Tolkoff's service. (b) The Employee agrees and undertakes parties hereto intend that during the period covenant contained in Section 7.4(a) shall be construed as a series of his separate covenants, one for each state or her employment with country specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the Company and for twelve months thereafter the Employee will not (icovenant contained in Section 7.4(a) employ or retain above. If, in any person employed or retained by the Company or its affiliates on the date judicial proceeding, a court shall refuse to enforce any of the Employee’s termination or during the preceding twelve monthsseparate covenants deemed included in Section 7.4(a) hereof, directly or indirectlysuch covenant shall be deemed reduced in scope or, including personally or in any business in which he or she is an officerif necessary, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, eliminated from these provisions for the purpose of offering services or products which compete with those proceedings to the services or products supplied by extent necessary to permit the Companyremaining separate covenants to be enforce. (c) If any one or more The Principal Parties acknowledge that the provisions of the terms contained in this Section 8 shall7.4, for any reason, be held to be excessively broad with regard to and the period of time, geographic area and scope and type of restrictions on his or activityits activities set forth herein, are reasonable and necessary for the term shall be construed in a manner to enable it to be enforced protection of the Buyer Group and are an essential inducement to the extent compatible with applicable lawBuyer Group's entering into this Agreement and the Buyer Acquisition Agreements and consummating the transactions contemplated hereby and thereby. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes thatDuring the Employment Term and, except as provided in the last sentence of this Section 8.3, for as long as a period of eighteen (18) months after the Employee is employed by Date of Termination, the Company and for Executive shall not, unless he receives the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by prior written consent of the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to, participate in or be connected with, as owneran officer, employee, partner, joint venturerstockholder, shareholderconsultant or otherwise, employeeor engage in any activity or capacity (collectively, brokerthe "Competitive Activities") with respect to any individual, agentpartnership, principallimited liability company, corporate officerfirm, directorcorporation or other business organization or entity (each, licensor a "Person"), that (a) is engaged directly or indirectly in the ownership or operation of proprietary post-secondary schools (whether or not degree-granting) or (b) is in competition with any of the business activities of the Company or its direct or indirect subsidiaries either (i) anywhere in the United States or (ii) in any other capacity whatevercountry in which the Company or its direct or indirect subsidiaries conduct, or actively intend to conduct, business as of the Date of Termination; provided, however, that (1) subsection (b) of this Section 8.3 shall not apply with respect to any line-of-business in which the Employee Company or its direct or indirect subsidiaries was not engaged on or before the Expiration Date or the Date of Termination, as the case may own securities be, and (2) this Section 8.3 shall not prohibit the Executive from (i) lecturing or teaching, whether paid or unpaid, and whether for a competitor of the Company or otherwise; (ii) writing or publishing academic materials for a Person that is not a competitor of the Company, or (iii) owning, or otherwise having an interest in, less than one percent (1%) of any corporation which is engaged in such business and is publicly publicly-owned and traded, but in an amount not to exceed at any one time one entity or three percent (3%) or less of any class of stock private equity fund or securities of such companysimilar investment fund that invests in education companies, so long as he/she provided the Executive has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain respect to any person employed or retained investment by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or such fund in any business Person referred to in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor this Section 8.3. The Executive shall not be subject to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms covenants contained in this Section 8 shall, for any reason, 8.3 and such covenants shall not be held to be excessively broad with regard to time, geographic scope or activity, enforceable against the term shall be construed in a manner to enable it to be enforced to Executive from and after the extent compatible with applicable law. (d) The Employee declares that he or she is aware date that the Total Salary includes special consideration paid to Executive's employment is terminated (i) by the Employee Company without Cause, (ii) by the Executive for the Employee’s undertakings set out Good Reason or (iii) in this Section 8anticipation of or within two (2) years after a Change in Control.

Non-Competition. (ai) The Employee agrees After the Closing, ▇▇▇▇▇ shall not be employed by, consult to, operate or own (other than through his employment with the Buyer) any business engaged in the design, marketing, production and/or sale of women's' lingerie or related apparel and undertakes thataccessories. After the Closing through the "Term" (as defined therein) of the ▇▇▇▇▇▇ Employment Agreement and for one year thereafter ("▇▇▇▇▇▇ NON-COMPETE PERIOD"), ▇▇▇▇▇▇ shall not be employed by, consult to, operate or own (other than through his employment with the Buyer) any business engaged, as a primary line of business (i.e., representing more than 9.99% of its revenue) in the design, marketing, production and/or sale of women's' lingerie or related apparel and accessories ("COMPETITIVE BUSINESS"). Notwithstanding the foregoing, ▇▇▇▇▇▇ shall have the right to terminate the ▇▇▇▇▇▇ Non-Compete Period and to be employed by, consult to, operate or own a Competitive Business if his employment with the Buyer is terminated by him for as long as the Employee is employed "Good Reason" or by the Company and without "Cause" as those terms are defined in the ▇▇▇▇▇▇ Employment Agreement. Notwithstanding the foregoing, nothing in this Section 4.7(i) shall preclude either ▇▇▇▇▇ and/or ▇▇▇▇▇▇ from investing his personal assets in any manner he chooses, provided, however, that ▇▇▇▇▇ or ▇▇▇▇▇▇ (as the case may be) may not, during the applicable period referred to in this Section 4.7(i), own more than 4.99% of the equity securities of any Competitive Business. Notwithstanding anything in this Section 4.7(i) to the contrary, nothing in this Agreement shall prevent ▇▇▇▇▇▇ (but not ▇▇▇▇▇) from working for, or providing services to, a business segment or department of a Competitive Business, or a subsidiary, division or other entity that controls or is controlled by a Competitive Business, if, the business segment or department of a Competitive Business for which such person provides services, or the Non Compete Period thereafter - subsidiary, division or other entity by which such person is employed, does not itself directly compete with the Employee Buyer. By way of illustration, ▇▇▇▇▇▇ shall not become financially interested in, be free to be employed by, or have any business connection withprovide services to, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation an entity which is engaged in such the business of production, design, sale or marketing of apparel generally, including women's lingerie and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such companyrelated apparel, so long as he/she has no active role in such person is not employed by, and does not provide direct or indirect services to, that portion of the publicly owned entity which relates to women's lingerie and traded company as director, employee, consultant or otherwiserelated apparel and accessories. (bii) The Employee agrees Seller Parties acknowledge and undertakes agree that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date a portion of the Employee’s termination Purchase Price is attributable to the goodwill of SB&S and to the non-competition provisions of this Agreement and expressly waives any right to assert inadequacy of consideration as a defense to enforcement of this Section should such enforcement become necessary. The Seller Parties further acknowledge that a remedy at law for any breach or during attempted breach of this Section will be inadequate, agree that any breach of this Section will result in irreparable harm to Buyer and agrees not to oppose any demand for specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Whenever possible, each provision of this Section shall be interpreted in such manner as to be effective and valid under applicable law but if any provision of this Section shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the preceding twelve monthsextent of such prohibition or invalidity, directly without invalidating the remainder of such provision or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date remaining provisions of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) this Section. If any one or more provision of the terms contained in this Section 8 shall, for any reason, be held judged by any court of competent jurisdiction to be excessively broad with regard to timeinvalid or unenforceable, geographic scope such judgment shall not affect, impair or activity, invalidate the term remainder of this Section but shall be construed confined in a manner to enable it to be enforced its operation to the extent compatible with provision of this Section directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section should ever be deemed to exceed the time or geographic limitations permitted by the applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee Executive agrees and undertakes that, for as that so long as the Employee he is employed by an employee of the Company and for the Non Compete Period thereafter - the Employee a period of three (3) years thereafter, he shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsnot, directly or indirectly, as ownerthrough any Company, partnerpartnership, joint venturercompany or any other person or entity: (i) compete directly or indirectly in any manner whatsoever within a one hundred mile radius around the outside boundaries of either leasehold and fee acreage held by the Company or those counties and/or parishes in which the Company conducts oilfield service operations or holds in excess of 5% ownership interests in entities and properties operated by other entities; (ii) solicit, shareholderentice, persuade or induce any individual who is then or has been within the preceding three-month period an employee, broker, agent, principal, corporate officer, director, licensor shareholder or in any other capacity whatever; provided, however, that consultant to the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not Company to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of terminate his or her employment with the Company or to become employed by or enter into contractual relations with any other individual or entity, and Executive shall not approach any such person for twelve months thereafter any purpose or authorize or knowingly approve the Employee will not taking of any such actions by any other individual or entity; (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (iiiii) solicit, canvass entice, persuade or induce any individual or entity which is then or has within the preceding twelve-month period been a client, partner, customer or supplier of the Company to terminate its contractual or other relationship with the Company, and Executive shall not approach any such client, partner, customer or endeavor to supplier for such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity; or (iv) solicit, canvass entice, persuade or approach induce any person employee, officer, director, shareholder or entity who was provided with services by consultant to the Company or its affiliates on the date to engage in any activity which, were it done by Executive, would violate any provision of this Agreement, (b) Executive acknowledges that bemuse of the Employee’s termination or during the preceding twelve months, for the purpose nature of offering services or products which compete with the services or products supplied by the Company’s business and operations that the geographical restrictions contained in this Agreement and the restrictions as to specific clients or customers or prospective clients or customers are fair and reasonable. (c) If Executive agrees that prior to the commencement of any one employment or more business relationship with a new employer or associate in a business similar to that of the terms contained in Company, it will furnish the new employer or associate, as the case may be, with a copy of this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware Agreement. Executive also agrees that the Total Salary includes special consideration paid Company may advise any new or prospective employer or associate of the Executive of the existence and the terms of this Agreement and furnish a copy thereof to the Employee for the Employee’s undertakings set out in this Section 8said employer or associate.

Non-Competition. (a) The Employee agrees and undertakes In partial consideration of the payments made to the Stockholders under this Agreement, the Stockholders agree that, for as long as a period of five years after the Employee is employed by Closing (the Company and for "Restricted Period"), the Non Compete Period thereafter - the Employee Stockholders shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsengage, directly or indirectly, in any business anywhere in the world that manufactures, produces or supplies products or services of the kind manufactured, produced or supplied by the Purchaser, the Business, the Company or any Subsidiary as ownerof the Closing Date or, without the prior written consent of the Purchaser, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, joint venturerstockholder, shareholderconsultant or otherwise, employeeany Person that competes with the Purchaser, brokerthe Business, agentthe Company or any Subsidiary in manufacturing, principalproducing or supplying products or services of the kind manufactured, corporate officerproduced or supplied by the Purchaser, directorthe Business, licensor the Company or in any other capacity whateverSubsidiary as of the Closing Date; provided, however, that that, for the Employee may own purposes of this Section 5.07, ownership of securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time having no more than one percent of the outstanding voting power of any class entity that competes either directly or indirectly, with the Purchaser, the Business, the Company or any Subsidiary which are listed on any national securities exchange or traded actively in the national over-the-counter market shall not be deemed to be in violation of stock or securities of such company, so this Section 5.07 as long as he/she the Person owning such securities has no active role in the publicly owned and traded company as director, employee, consultant other connection or otherwiserelationship with such entity. (b) The Employee As a separate and independent covenant, each Stockholder agrees and undertakes that during the period of his or her employment with the Company and Purchaser that, for twelve months thereafter the Employee Restricted Period, such Stockholder will not (i) employ or retain in any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsway, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering conducting or engaging in any business that manufactures, produces or supplies products or services of the kind manufactured, produced or products which compete with the services or products supplied by the CompanyBusiness, the Company or any Subsidiary as of the Closing, call upon, solicit, advise or otherwise do, or attempt to do, business competitive with the Business with any customers of the Business, the Company or any Subsidiary with whom the Business, the Company or any Subsidiary had any dealings during the period of time in which the Company was an Affiliate of such Stockholder or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Business, the Company or any Subsidiary, or interfere with or attempt to interfere with any officers, employees, representatives or agents of the Business, the Company or any Subsidiary, or induce or attempt to induce any of them to leave the employ of the Company or any Subsidiary or violate the terms of their contracts, or any employment arrangements, with the Company or any Subsidiary. (c) If The Restricted Period shall be extended by the length of any one or more period during which any Stockholder is in breach of the terms contained in of this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law5.07. (d) The Employee declares that he purchase price for the covenants of this Section 5.07 shall be $8,650,000 (the "Non-Compete Purchase Price"), allocated among the Stockholders as set forth in Exhibit 5.07. On the date of each installment payment set forth in Exhibit 2.04 (or, if such date does not fall on a Business Day, the first Business Day following such date), the Purchaser shall pay to each Stockholder such Stockholder's installment of the NonCompete Purchase Price as set forth in Exhibit 5.07. With respect to each Stockholder, the payments shall be made by wire transfer in immediately available funds to the Purchase Price Bank Account or she such other account designated by such Stockholder in writing to the Purchaser at least five Business Days prior to the date on which such payment is aware due. The parties hereto acknowledge that the Total Salary includes special consideration paid Purchaser's obligations to make payments pursuant to this Section 5.07(d) terminate following the final installment payment required pursuant to Exhibit 5.07. (e) The parties hereto acknowledge that the obligations of Section 5.07(a) and 5.07(b) shall not apply with respect to the Employee for Stockholders ownership and operation of SDC, in a manner consistent with past practice, during the Employee’s undertakings Exempt Term. (f) Each Stockholder acknowledges that the covenants of such Stockholder set out forth in this Section 85.07 are an essential element of this Agreement and that, but for the agreement of such Stockholder to comply with these covenants, the Purchaser would not have entered into this Agreement. Each Stockholder acknowledges that this Section 5.07 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement by the Purchaser. Each Stockholder has independently consulted with his or her counsel and after such consultation agrees that the covenants set forth in this Section 5.07 are reasonable and proper. (g) The parties hereto recognize that the laws and public policies of various jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section 5.07. It is the intention of the parties that the provisions in this Section 5.07 be enforced to the fullest extent permissible under the laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such laws or policies) of any provisions in this Section 5.07 shall not render unenforceable, or impair, the remainder of the provisions hereof. Accordingly, if at the time of enforcement of any provision hereof, a court of competent jurisdiction holds that the restrictions stated in this Section 5.07 are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope, or geographic area reasonable under such circumstances will be substituted for the stated period, scope or geographical area and that such court shall be allowed to revise the restrictions contained in this Section 5.07 to cover the maximum period, scope and geographical area permitted by law.

Non-Competition. (a) For purposes of this Section 8, all references to the Company shall be deemed to include all of the Company's affiliates and subsidiaries. The Employee agrees will not utilize his special knowledge of the business of the Company and undertakes thathis relationships with customers, for as long as suppliers of the Employee is employed Company and others to compete with the Company. During his employment by the Company and for a period of one (1) year after the Non Compete Period thereafter - expiration of this Agreement or earlier termination of this Agreement pursuant to its terms (the "Restricted Period"), the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsengage, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in have an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsinterest, directly or indirectly, including personally anywhere in the United States of America or any other geographic area where the Company does business or in which its products or services are marketed, alone or in association with others, as principal, officer, agent, employee, director, partner or stockholder (except with respect to his employment by the Company), or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or substantially similar to that engaged in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date any vendor, supplier or distributor of the Company during the term of Employee’s termination 's employment by the Company, or any line of business or acquisition that the Company either (i) contemplates entering into, whether or not actually entered into, or (ii) has obtained due diligence or other information on during Employee's employment with the Company (it being understood hereby, that the ownership by the Employee of 5% or less of the stock of any company listed on a national securities exchange shall not be deemed a violation of this Section 8). During the Restricted Period and for one year thereafter, the Employee shall not, nor shall he permit any of his employees, agents or others under his control to, directly or indirectly, on behalf of himself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the preceding twelve monthstwo (2) years a customer of the Company or any successor to the business of the Company, for or otherwise divert or attempt to divert any business from the purpose Company or any such successor, or (ii) directly or indirectly recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company or any successor to the business of offering services the Company to terminate his or products which compete her employment or other relationship with the services Company or products supplied such successor, or hire any person who has left the employ of the Company or any such successor during the preceding two (2) years. Employee further agrees that if any such customer contacts Employee during the Restricted Period in respect of doing business with Employee, Employee will advise such customer of the restrictions on his ability to do business with such customer contained herein. The Employee shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, ▇▇▇▇, logo, trade dress or other identifying words or images which are the same as or similar to those used at any time by the Company. (c) If Company in connection with any one product or more service, whether or not such use would be in a business competitive with that of the terms contained Company. Any breach or violation by the Employee of the provisions of this Section 8 shall toll the running of any time periods set forth in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8duration of any such breach or violation.

Non-Competition. (a) The Employee agrees Except (i) as contemplated by the Transaction Agreements, (ii) the direct or indirect ownership of less than 10% of the outstanding voting Equity Interests of any Person which is listed on a recognized stock exchange and undertakes thatwhich Participates in a Competing Business, (iii) hereinafter acquiring (including by way of merger or other business combination) and continuing to own a Person that Participates in a Competing Business that accounts for 15% or less of such acquired Person’s consolidated revenues at the time of such acquisition, (iv) the sale (including by way of merger or other business combination) of any Restricted Party to any Person (that is not an Affiliate of Seller) that Participates in a Competing Business, and (v) the Participation in any Competing Business by any Person (and its Affiliates) that completes an Acquisition Proposal (with references to “50%” in the definition of “Acquisition Proposal” to be deemed a reference to “10%”) with Seller (or any of its Subsidiaries) other than through a Restricted Party (before giving effect to such transaction), for as long as a period of two (2) years following the Employee is employed by Closing (the Company “Restricted Period”), Seller shall not, and for shall cause its Affiliates not to (Seller and its Affiliates, the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems“Restricted Parties”), directly or indirectly, engage in, own, manage, operate, join, control, lend money or other assistance to, or participate in or be connected with, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate an officer, director, licensor employee, partner, shareholder, consultant, manager, agent or otherwise (collectively, “Participation”), any individual, corporation, partnership, firm, other company, business organization, activity, entity or Person that provides and/or markets any of the same or similar products or services as Buyer (together with its Subsidiaries) provides and/or markets as of and giving effect to the Closing (a “Competing Business”). The geographic scope for the restriction set forth in any other capacity whatever; providedthis Section 5.10(a) shall be worldwide, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent the geographic scope of any class the businesses of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwiseBuyer. (b) The Employee Seller hereby acknowledges and agrees and undertakes that during the restrictive period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activityand scope of restricted activity specified herein are reasonable and necessary in view of the Transactions and the nature of the businesses in which Buyer is engaged. Seller acknowledges and agrees that Buyer would not have entered into this Agreement but for Seller’s agreements and obligations pursuant to this Section 5.10. If the scope of any stated restriction is too broad to permit enforcement of such restriction(s) to its full extent, then Seller agrees that such restriction shall be enforced and/or modified to the maximum extent permitted by Law. Seller agrees that in the event of a breach of this Section 5.10, the term Restricted Period (for purposes of this Section 5.10 and only with respect to the breaching party) shall be construed in a manner to enable it to be enforced extended with respect to the extent compatible with applicable lawbreaching party by the period of the breach. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees In consideration of the numerous mutual promises contained in this Agreement between Executive and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities those involving video content advertisementConfidential Information, web advertisementsand in order to protect the Company’s Confidential Information (including trade secrets), video data mining the value and video recommendation systemsgoodwill of the Company’s business, and the Company’s 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 competitor of the Company, Executive agrees that during the Employment Period and for a period of one (1) year immediately following the termination of this Agreement (for whatever reason, except as provided in Sections 5(d), and 5(e) (the “Non-Competition Term”), he will not, directly or indirectly, either through any form of ownership or as ownera director, officer, principal, agent, Executive, employer, adviser, consultant, shareholder, partner, joint venturermember, shareholdermanager, employee, broker, agent, principal, corporate officer, director, licensor or in any other individual or representative capacity whatever; providedwhatsoever, however, that either for his own benefit or for the Employee may own securities benefit of any corporation other person, firm, business, corporation, partnership, governmental or private entity, or any other entity of whatever kind, without the prior written consent of the Company (which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role consent may be withheld in the publicly owned and traded company as directorCompany’s sole discretion), employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ compete for or retain solicit business related to cancer diagnostic products or services for or on behalf of any person employed or retained by the Company or its affiliates on the date business entity with a place of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholderthe United States; (ii) solicitown, canvass operate, participate in, undertake employment with or approach have any interest in any entity with a place of business in the United States which competes with the business of the Company, except owning publicly traded stock for investment purposes only in which Executive owns less than five per cent (5%); (iii) compete or endeavor to solicit, canvass or approach any person or entity who was provided solicit business competitive with services by the business of the Company or its affiliates on the date from any customer of the Employee’s termination Company; or during the preceding twelve months(iv) use in any competition, for the purpose solicitation, or marketing effort any Confidential Information, any proprietary list, or any information concerning customers of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more . Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the terms contained in provisions of this Section 7 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company, including protecting the value and goodwill of the Company, including its Confidential Information. It is the intent of the parties that the provisions of this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the fullest extent compatible with permissible under the applicable law. (d) . The Employee declares parties agree that he if at the time enforcement is sought, a court of competent jurisdiction adjudges any terms of any provision of this Section 8 to be void, invalid or she unenforceable, such court shall modify or reform such provision so that it is aware that the Total Salary includes special consideration paid enforceable to the Employee for fullest extent permitted by applicable law or if such modification or reformation is not possible, shall sever the Employee’s undertakings set out provision, and enforce the remaining provisions of this Section, which shall remain in full force and effect. This Non-Competition provision can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this Section 8provision.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as During the Employee is employed by period of the Employee’s employment with the Company and for until two (2) years after the Non Compete Period thereafter - termination of the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing Employee’s employment with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsthe Employee will not, directly or indirectly, either (i) on the Employee’s own behalf or as owner, a partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor trustee, employee, agent, consultant or member of any person, firm or corporation, or otherwise, enter into the employ of, render any service to, or engage in any other capacity whateverbusiness or activity which is the same as or competitive with any business or activity conducted by the Company or any of its affiliates or majority-owned subsidiaries or (ii) become an officer, employee or consultant of, or otherwise assume a substantial role or relationship with, any governmental entity, agency or political subdivision that is a client or customer of the Company or any subsidiary or affiliate of the Company; provided, however, that the foregoing shall not be deemed to prevent the Employee may own from engaging in GEO Care Activities to the extent permitted under Section 1 of this Agreement or investing in securities of any corporation company having a class of securities which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role through such investment holdings in the aggregate, the Employee is not deemed to be the beneficial owner of more than 5% of the class of securities that is so publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during traded. During the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s employment and until two (2) years after the termination or during of the preceding twelve monthsEmployee’s employment, the Employee will not, directly or indirectly, including personally on the Employee’s own behalf or in any business in which he or she is an as a partner, shareholder, officer, director employee, director, trustee, agent, consultant or shareholder; (ii) solicitmember of any person, canvass firm or approach corporation or endeavor otherwise, seek to solicit, canvass employ or approach otherwise seek the services of any person or entity who was provided with services by employee of the Company or any of its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companymajority-owned subsidiaries. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed byIf Executive receives severance compensation pursuant to Section 8 above, or have any business connection withif Executive is terminated for Cause, any business or venture Executive agrees that is engaged in any activities competing with products or services offered by the Company, includingExecutive will not, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsthe prior written consent of the Corporation, directly or indirectly, as ownerduring the twelve (12) month period following the Date of Termination, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or engage in any other capacity whateverbusiness or employment or provide any consulting service to any person or organization, or to a division or operating unit of any organization which is involved principally in the provision of television channels, video services, advertising targeting guests in hotels, or broadband services to lodging or healthcare facilities in the United States (a “Competing Business”); provided, however, that the Employee may own securities parties acknowledge and agree an entity involved in the cable, satellite or other pay television business generally shall not be deemed to be a Competing Business if (i) the provision of any corporation which is engaged in video or broadband services to lodging or healthcare facilities comprises less than twenty (20%) percent of the revenues of such business and is publicly owned and traded, but in an amount or (ii) Executive’s principal duties do not to exceed at any one time one percent involve operation or oversight of any class that portion of stock or securities of such company, so long as he/she has no active role the enterprise involved in the publicly owned and traded company provision of television channels, video services, advertising targeting guests in hotels or broadband services to lodging or healthcare facilities). In the event that Executive violates the provisions of this subparagraph (a), the Corporation shall have the right, in addition to such other remedies as directorthe Corporation may have available to it, employee, consultant to recover that portion of the amounts payable to Executive pursuant to the provisions of Sections 8(b) or otherwise8(c)(ii) of this Agreement which relate to the period of time Executive is found to have been in violation of the terms of this subparagraph. (b) The Employee agrees and undertakes During the Term, Executive shall not enter into endeavors that during the period of his or her employment are competitive with the Company and for twelve months thereafter the Employee will not (i) employ business or retain any person employed or retained by the Company or its affiliates on the date operations of the Employee’s termination Corporation, and shall not own an interest in, manage, operate, join, control, lend money or during the preceding twelve monthsrender financial or other assistance to or participate in or be connected with, directly or indirectly, including personally or in any business in which he or she is as an officer, director employee, director, partner, stockholder, member, venturer, advisor, consultant or shareholder; otherwise (iiexcept for passive investments of not more than a one percent interest in the securities of a publicly held corporation regularly traded on a national securities exchange or in an over-the-counter securities market) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the CompanyCompeting Business. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as During the Employee is employed by the Company term of Employee’s employment with Employer and for the Non Compete Period thereafter - period equal to the longer of twelve (12) months after the termination of Employee’s employment with Employer, regardless of the reason therefor, and the period during which Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by receives cash severance pursuant to Section 4(c) (the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, “Non-Competition Period”) Employee (whether directly or indirectly, as owner, partnerprincipal, joint ventureragent, shareholderstockholder, director, officer, manager, employee, brokerpartner, agentmember, principalparticipant, corporate officerconsultant, directoradvisor, licensor independent contractor, or in any other capacity whatevercapacity) shall not engage or become financially interested in any Competitive Business within the Restricted Territory (defined below). As used herein, the term “Competitive Business” shall mean any individual, including on Employee’s own behalf, business, partnership, corporation, limited liability company, association, or other entity that sells or provides or attempts to sell or provide products or services that are the same, substantially similar to, or in competition with the products or services sold or provided by, contemplated by, or identified as a potential area of business by Employer as of the date of the termination of this Agreement. For further clarification, Competitive Business shall include, but not necessarily be limited to, the following entities known to Employer to be a Competitive Business: Safety-Kleen/Clean Harbors, Waste Management, Republic Services, Rubicon, River Road, Rock Tenn, Liberty Tire Recycling, ▇▇▇▇▇ Tire Recycling, Darling International, ▇▇▇▇▇▇▇, Five Winds, Earth Shift and Pure Strategies. The term “Restricted Territory” shall mean any state or territory of the United States in which Employer’s Customers (defined below) are located, have operations in, or in which Employer has provided services or consummated sales to such Customers at any time during the Non-Competition Period. The term “engage in” shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, stockholder, director, officer, principal, member, agent, employee, consultant, or lender; provided, however, that the ownership of not more than three (3) percent in the aggregate by Employee may own securities of any the stock of a publicly held corporation which is engaged shall not be included in such business term. Notwithstanding the foregoing, if there is an Event of Default (as therein defined) on the Convertible Secured Promissory Note executed by Employer as maker and is publicly owned and traded, but by Employee as payee in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment conjunction with the Company and for twelve months thereafter the Employee will not purchase of Employee’s membership interest in Quest, then (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination performance of services similar to those provided by Company in the one (1) year period prior to the transfer of Employee’s membership interest in Quest or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass Employee’s ownership in an entity that provides services as Quest had been providing in the one (1) year period prior to the transfer of Employee’s membership interest in Quest shall not be deemed to be engaging in or approach or endeavor to solicit, canvass or approach becoming financially interested in a Competitive Business for purposes of this Agreement. In the event that Employee engages in any person or entity who was provided with services by of the Company or its affiliates activities set forth in this paragraph upon an Event of Default on the date of the Employee’s termination Convertible Secured Promissory Note, Employee shall immediately resign from all director, officer, or during the preceding twelve months, for the purpose of offering services or products which compete employee positions held with the services or products supplied by the CompanyEmployer and/or its subsidiaries pursuant to Section 4(b)(iv) hereof. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as acknowledges that the Employee is employed services to be rendered by her to the Company are of a special and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwiseunique character. (b) The In consideration of her employment hereunder, the Employee agrees and undertakes agrees, for the benefit of the Company, that she will not, during the period of his or her employment with the Company and thereafter for twelve months thereafter the Employee will not a period (iA) employ or retain any person employed or retained by the Company or its affiliates of one (1) year commencing on the date of termination of her employment with the Employee’s Company pursuant to Section 6.2 or 6.3, (B) of the greater of one (1) year commencing on the date of termination of her employment with the Company pursuant to Section 6.7 or the remainder of the then-current Term (without regard to the Extended Term if such termination occurs during the preceding twelve monthsInitial Term) or (C) during which the Employee receives payments of the Severance Amount pursuant to Section 9(c) (in the case of a termination under Section 6.4 or 6.6), (1) engage, directly or indirectly, including personally whether as principal, agent, distributor, representative, consultant, employee, partner, stockholder, limited partner or other investor (other than an investment of not more than (i) one percent (1%) of the stock or equity of any corporation the capital stock of which is publicly traded or (ii) five percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, anywhere in the United States, in any activity or business venture which is in which he competition with the business then conducted by the Company and any of its subsidiaries, (2) solicit or she is entice or endeavor to solicit or entice away from any member of the Norton Group any person who was an officer, director employee, agent or shareholder; consultant of any member of the Norton Group, either for her own account or for any individual, firm or corporation, and, if applicable, whether or not such person would commit any breach of his contract of employment by reason of leaving the service of a member of the Norton Group, and the Employee agrees not to employ, directly or indirectly, any person who was an officer or employee of any member of the Norton Group or who by reason of such position at any time is or may be likely to be in possession of any confidential information or trade secrets relating to the businesses or products of any member of the Norton Group, or (ii3) solicit, canvass solicit or approach entice or endeavor to solicit, canvass solicit or approach entice away from any person or entity who was provided with services by the Company or its affiliates on the date member of the Employee’s termination Norton Group any customer or during prospective customer of any member of the preceding twelve monthsNorton Group, either for her own account or for any individual, firm or corporation (the purpose of offering services or products which compete with activities set forth in clauses (1), (2) and (3) above, the services or products supplied by the Company"Non-Competition Activities"). (c) If any one or more In the event of termination of the terms contained in this employment of the Employee, pursuant to Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope 6.4 or activity6.6, the term Company shall be construed in a manner to enable it to be enforced pay to the extent compatible with applicable lawEmployee the Severance Amount and other benefits set forth in Section 6.4 or 6.6 in which event the Employee shall not engage in the Non-Competition Activities for the Severance Term; provided, however, if the Employee engages in the Non-Competition Activities during the Severance Term, the Employee shall immediately notify the Company that she is engaging in the Non-Competition Activities, and the Company's obligation to pay the Severance Amount shall immediately cease. From and after the date on which the Employee engages in the Non-Competition Activities, the Company shall continue to pay to the Employee the salary in effect on the date of termination of the employment of the Employee under Section 3.1 for the remainder of the Severance Term and shall offset any amounts earned as a result of the Employee's engaging in the Non-Competition Activities (whether as an employee, consultant or otherwise) against such salary continuation by the Company which becomes payable after the first date on which the Employee engages in the Non-Competition Activities. (d) The Employee declares that he or she is aware that Notwithstanding the Total Salary includes special consideration paid to foregoing, the Employee for the Employee’s undertakings set out in provisions of this Section 89 shall not be effective on or after November 7, 1999.

Non-Competition. (a) The parties understand and agree that this Agreement is entered into in connection with the Merger. The parties further understand and agree that Employee agrees is a key and undertakes thatsignificant member of Target, for as long owns or has the right to acquire shares of capital stock of Target, and that the Merger is contingent upon Employee entering into this Agreement, including this non-competition provision. In addition, the parties understand that prior to the Merger, Target was engaged in the Business in each of the fifty states of the United States and worldwide. The parties further understand that the Company is currently engaged in the Business in each of the fifty states of the United States and worldwide (hereafter referred to as the "Geographic Scope of the Business"). Employee is employed by further acknowledges that the Company following the Merger will continue conducting the Business in all parts of the Geographic Scope of the Business. (b) During the period (as may be extended pursuant to Section 3.6) commencing on the date hereof and for ending two (2) years after the Non Compete Period thereafter - Closing Date (as defined in the Employee shall not become financially interested inMerger Agreement) (the "Term"), be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by without the prior written consent of the Chief Executive Officer and the General Counsel of the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsEmployee shall not, directly or indirectly, whether as owneran individual, partner, joint venturer, shareholder, or as an employee, broker, agent, principalconsultant, corporate advisor, independent contractor, general partner, limited partner, officer, director, licensor stockholder or in any other capacity whatever; provided, however, that the Employee may own securities investor of any corporation which is engaged in such business and is publicly owned and tradedperson, but in an amount not to exceed at any one time one percent of any class of stock firm, corporation, partnership or securities of such companyother entity, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.: (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ participate or retain engage in the design, development, manufacture, marketing, distribution, production, sale, servicing or licensing of any person employed product, or retained the provision of any service, that directly or indirectly competes with Target's or the Company's Products (for purposes hereof, "Products" shall mean the products owned or under development by Target or the Company as of the Closing Date, any products based upon Target's or its affiliates on the Company's Intellectual Property (as defined in the Merger Agreement) or services engaged in by Company or Target, or any products developed, or services offered, at any time from the Closing Date through the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor when Employee ceases to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied be employed by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.); or

Non-Competition. The Executive acknowledges that the services to be rendered by him to the Company (which, as used in this Section 11 shall be deemed to include the Company and each of its subsidiaries) are of a special and unique character. In consideration of his employment hereunder, the Executive agrees, for the benefit of the Company, that he will not, during the term of this Agreement and thereafter until the earlier to occur of (x) the expiration of a period of twelve (12) months commencing on the date of termination of his employment with the Company or (y) a Change in Control, (a) The Employee agrees and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsengage, directly or indirectly, whether as ownerprincipal, agent, distributor, representative, consultant, employee, partner, joint venturerstockholder, shareholder, employee, broker, agent, principal, corporate officer, director, licensor limited partner or in any other capacity whatever; provided, however, that investor (other than an investment of not more than (i) two percent (2%) of the Employee may own securities stock or equity of any corporation the capital stock of which is engaged publicly traded or (ii) two percent (2%) of the ownership interest of any limited partnership or other entity) or otherwise, within the United States of America, in such any business and which is publicly owned and tradedcompetitive with the business now, but in an amount not to exceed or at any one time one percent during the term of any class of stock or securities of such companythis Agreement, so long as he/she has no active role in conducted by the publicly owned and traded company as directorCompany, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during solicit or entice to endeavor to solicit or entice away from the period Company any person who was an officer, employee or sales representative of the Company, either for his own account or for any individual, firm or corporation, whether or not such person would commit any breach of his or her contract of employment with by reason of leaving the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date service of the Employee’s termination or during Company, and the preceding twelve monthsExecutive agrees not to employ, directly or indirectly, including personally or in any business in which he or she is person who was an officer, director employee or shareholder; sales representative of the Company or who by reason of such position at any time is or may be likely to be in possession of any confidential information or trade secrets relating to the businesses or products of the Company, or (iic) solicit, canvass solicit or approach entice or endeavor to solicitsolicit or entice away from the Company any customer or prospective customer of the Company, canvass either for his own account or approach for any person individual, firm or entity who was provided with services corporation. In addition, the Executive shall not, at any time during the term of this Agreement or at any time thereafter, engage in the business which uses as its name, in whole or in part, "Top Source" or any other tradename or trademark or corporate name used by the Company or any of its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companysubsidiaries. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees Purchaser, Parent, and undertakes thatSeller agree that for a period of three (3) years after the Closing (the “Restricted Period”), for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have neither Seller nor any business connection with, any business or venture Person that is engaged at the time in any activities competing with products question a direct or services offered by indirect subsidiary of ITT (the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems“Restricted Parties”) shall, directly or indirectly, compete with the Business (as ownerconducted as of the Closing Date), partneror own an interest in, joint venturermanage, shareholderoperate, join, control or participate in the ownership, management, operation or control of, or act as a director, officer, employee, brokerpartner or consultant with, agentany profit or non-profit business or organization, principal, corporate officer, director, licensor or which competes with the Business (as conducted as of the Closing Date) anywhere in any other capacity whateverthe world; provided, howeverthat ownership of less than five percent (5%) of the outstanding stock of any publicly traded entity shall not be deemed to violate the foregoing restriction set forth in this Section 5.6(a). The time period during which the restrictions set forth in this Section 5.6(a) apply shall be extended by the length of time during which the Seller, or any controlled Associate of the Seller, violates these restrictions in any respect. Notwithstanding the foregoing, nothing in this Section 5.6(a) shall restrict (A) the purchasing by the Seller or any of its Associates of products from a competitor of the Business as a component part to be incorporated into a product manufactured or sold by Seller or such Associate or (B) the manufacture and sale by or on behalf of any Associate of any product that as of the date of this Agreement is being manufactured and sold by or on behalf of such Associate or (C) the acquisition by an Associate of any company or business (an “Acquired Business”) whose operations would contravene this Section 5.6(a) (the “Competing Operations”); provided, that (a) the Employee may own securities Competing Operations represent less than twenty percent (20%) of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities the total annual sales of such companyAcquired Business, so long as he/she has no active role in or (b) such Associate divests such Competing Business (at least to the publicly owned and traded company as director, employee, consultant or otherwiseextent necessary to that it represents less than twenty percent (20%) of the total annual sales of such Acquired Business) included within the Acquired Business within one (1) year after the acquisition of such Acquired Business. (b) The Employee agrees and undertakes that during During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, none of the Restricted Parties shall, directly or indirectly, (i) recruit, offer employment, employ or engage as a consultant any employee of the Purchaser or its Associates who was an employee of the Seller immediately prior to the Closing or (ii) solicit, knowingly persuade or induce any employee of the Purchaser or its Associates who was an employee of the Seller immediately prior to the Closing to terminate his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company Purchaser or its affiliates on Associates; provided that the date of the Employee’s termination foregoing restriction set forth in this Section 5.6(b) does not apply to general advertisements or during the preceding twelve monthsother solicitations for employment distributed publicly and not directed at, directly or indirectly, including personally or in communication with, any business in which he particular employee or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date group of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companyemployees. (c) If any one or more During the period commencing on the Closing Date and ending on the first anniversary of the terms contained in this Section 8 shallClosing Date, for Seller shall not directly or indirectly solicit, knowingly persuade or induce any reasonproprietor, be held lender, joint venturer, lessor, customer, supplier or vendor which has a business relationship involving the Business, to be excessively broad with regard to timediscontinue, geographic scope reduce or activity, the term shall be construed modify in a manner to enable it to be enforced adverse to the extent compatible Business such relationship with applicable lawthe Purchaser. Subject to the foregoing sentence, Seller and its Associates may have a business relationship with such proprietors, lenders, joint venturers, lessors, customers, suppliers or vendors that is unrelated to the Business as conducted as of the Closing Date or not competitive with the Business as conducted as of the Closing Date. (d) The Employee declares that he or she is aware In the event that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out covenants in this Section 85.6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great of time or over too great a geographical areas or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (e) Seller acknowledges that a breach of the covenants contained in this Section 5.6 may cause irreparable damage to the Purchaser and the Business, the exact amount which will be difficult to ascertain, and that remedies at law for any such breach may be inadequate. Accordingly, the Seller agrees that if it or any of its Associates breach any of the covenants contained in this Section 5.6, in addition to any other remedy which may be available at law or in equity, Purchaser shall be entitled to specific performance and injunctive relief, without posting bond or any other security.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as the Employee is employed by You acknowledge that you have received from the Company valuable information, and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or your services offered by were of a special character which had unique value to the Company, includingthe loss of which will not be readily calculable. Given the unique value of your services, without limitationand in light of the consideration provided pursuant to this Agreement, any activities involving video content advertisementyou covenant and agree as follows: a. For a period of two (2) years after your Retirement Date, web advertisements, video data mining and video recommendation systemsyou shall not, directly or indirectly, without the prior written consent of the Company (not to be unreasonably withheld), provide services to or engage in any other activities (whether as an owner, principal, agent, employer, director, officer, employee, partner, joint venturerconsultant or otherwise) for any company, shareholderbusiness or other person engaged in operations or businesses that are the same as or substantially similar to, employeeor are otherwise competitive with, brokerthose engaged in by the Company, agentits subsidiaries, principal, corporate officer, director, licensor or in any other capacity whateveraffiliates as of the Retirement Date; provided, however, provided that the Employee may own securities foregoing shall not prohibit (i) your passive ownership of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent no more than 5% of any class of stock or securities of a publicly traded company, (ii) your providing such services to or engaging in such activities for any such company, so long business or other person to the extent such company, business or other person has annual coal production of less than five million tons or (iii) your providing such services to or engaging in such activities for any such company, business or other person in any State in which the Company and its subsidiaries and affiliates do not conduct business as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwiseof your Retirement Date. (b) The Employee agrees and undertakes that during the b. For a period of two (2) years after your Retirement Date, you shall not, directly or indirectly, (1) offer employment to, recruit, hire or cause to be hired any officer or supervisory personnel of the Company or any of its affiliates or subsidiaries (or any individual who ceased to be such an officer or supervisor as a result of your violation of this paragraph) or (2) solicit, induce or encourage any such individual to terminate his or her employment with the Company and or any of its subsidiaries or affiliates (whether or not for twelve months thereafter purposes of obtaining such individual’s services); provided that it shall not be a violation of the Employee will not foregoing for (i) employ you or retain your subsequent employers to make general advertisements that are not targeted at such individuals or (ii) you to serve, upon request, as an employment reference for any such individual with regard to a entity or person employed with which you are not affiliated. c. You shall not make any statement, whether written or retained by oral, that criticizes or disparages the Company or its affiliates on the date subsidiaries or affiliates, their past or present employees, officers, directors, representatives and agents, their respective operations or businesses or otherwise make any such statements that tend to portray any of the Employee’s termination foregoing in an unfavorable light; provided that the foregoing shall not be violated by (i) your rebutting factually inaccurate statements made about you or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicityour making statements regarding actions or events that occurred more than five years prior to the date hereof. Notwithstanding the foregoing, canvass nothing in this Agreement shall be interpreted to limit your rights to confer with counsel or approach to provide truthful testimony pursuant to subpoena, notice of deposition or endeavor as otherwise required by law. This provision is in addition to, and not in lieu of, the substantive protections under applicable law relating to solicitdefamation, canvass libel, slander, interference with contractual or approach business relationships, or other statutory, contractual, or tort theories. d. You agree that a breach of any person of the covenants set forth in sections 5 and 6 of this Agreement, or entity who was provided with services by their subparts, would result in irreparable injury and damage to the Company, for which it would have no adequate remedy at law. Additionally, you agree that in the event of such a breach, the Company shall be entitled to injunctive relief without waiver of or its affiliates on the date of the Employee’s termination prejudice to any other legal or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by equitable remedies that may be available to the Company. (c) e. You have read and considered the provisions of sections 5 and 6 hereof, and their subparts, and agree that the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, and other employees. You agree to comply with each such provision in accordance with its terms, and you agree that you shall not, and hereby agree to waive and release any right or claim to, challenge the reasonableness, validity or enforceability of any of such provision. f. If any one or more of the terms contained in this Section 8 shallprovisions of sections 5 and 6 hereof, for any reasonor their subparts, shall be held by a court to be excessively broad with invalid or unenforceable in regard to timegeography, geographic time period or scope or activityof activity prohibited, the term parties agree that the restrictions on geography, time period, or scope of activities shall be construed in a manner modified to enable it to be enforced to become the extent compatible with applicable lawmaximum restriction on geography, time period or scope of activities that such court deems reasonable and enforceable. (d) The Employee declares g. You agree that he any action brought to enforce or she is aware that to test the Total Salary includes special consideration paid to enforceability of any provision of this Agreement shall be brought in either the Employee United States District Court for the Employee’s undertakings set out Eastern District of Virginia, Richmond Division, or the Circuit Court of Henrico County, Virginia. You hereby voluntarily consent to personal jurisdiction in this Section 8the Commonwealth of Virginia and waive any right you may otherwise have to contest the assertion of jurisdiction over you in Virginia.

Non-Competition. The Executive shall not, during the Applicable Restricted Period (a) The Employee agrees and undertakes thatas defined below), for as long as the Employee is employed by except through the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsof its affiliates, directly or indirectly, as ownerengage or be interested in (a) the business of developing or operating an Internet portal or hub targeted primarily to individuals between the ages of 16 and 25, partner(b) the business of developing or operating an instant messaging system, joint venturereither text or voice based, shareholder(c) any business directly competitive with any business the Company or any of its affiliates is engaged in at the time of his termination of employment and in which he was directly, employeematerially involved during his employment (it being understood and agreed that the Company and its affiliates shall not be deemed to have been engaged, brokerat the time of his termination of employment, agent, principal, corporate officer, director, licensor or in any other capacity whateverAbandoned Business (as defined below) or any New Market Business (as defined below)) or (d) any business directly competitive with a business developed from a project in which he was directly, materially involved during his employment (it being understood and agreed that the Company and its affiliates shall not be deemed to have been engaged, at the time of his termination of employment, in any Abandoned Business or any New Market Business) (any such business referred to in (a), (b), (c) or (d), a "Restricted Business"); provided, however, that nothing in this paragraph shall limit the Employee may own securities right of any corporation which such individual to be employed by a media or Internet company whose businesses include a Restricted Business, as long as he does not provide any services to that Restricted Business. For this purpose, a person shall be deemed to be directly or indirectly engaged or interested in a business or entity, if he is engaged or interested in such that business and is publicly owned and tradedor entity as a stockholder, member, partner, individual proprietor, director, officer, employee, agent, lender, consultant or otherwise, but in an amount not if his interest is limited solely to exceed at any one time one percent the ownership of 5% or less of any class of stock the equity or debt securities of such companya corporation as to which he has only a passive role. As used in this agreement, so long as he/she has no active role in (I) the publicly owned and traded company as director, employee, consultant or otherwise. term "Applicable Restricted Period" means (by) The Employee agrees and undertakes that during the period during which the Executive is an employee of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or any of its affiliates on affiliates, and (z) the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.period beginning immediately thereafter and

Non-Competition. (a) The Employee agrees and undertakes thatFor a period of three (3) years after the Closing, for as long as none of the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee Sellers shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectlyindirectly engage in the business of providing telecommunications or electrical services in the nature of engineering, construction, installation, upgrading, maintenance, mapping, locating or technical activities for utility companies, cable television systems or telephone companies (the "Purchaser's Business"), whether as ownera proprietor, partner, joint venturer, shareholderemployer, agent, employee, brokerconsultant, agentofficer or beneficial or record owner of more than four percent of the stock of any corporation or association of any nature which is competitive to the Purchaser's Business in the contiguous lower 48 states of the United States of America. Within that geographical area and during that non-compete period, principalnone of the Sellers shall solicit or do business competitive to the Purchaser's Business with any customers, corporate officer, director, licensor partners or in associates of the Purchaser or any other capacity whatever; providedof its subsidiaries. Provided, however, that nothing in this Section or this Agreement shall prevent any Seller from participation in the Employee may own securities management of or ownership of an equity interest in any company, corporation or association of any corporation which is engaged in such business and is publicly owned and tradednature, but in an amount not to exceed at any one time one percent of any class of stock that owns or securities of such companyhas constructed for its own account, so long as he/she has no active role in the publicly owned and traded company as directoralone or with co-owners or joint venturers, employee, consultant fiber optic or otherwiseother telecommunications or electrical systems or facilities. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date Each of the Employee’s termination or during Sellers agrees that the preceding twelve monthsbreach by such Seller of the covenant contained in Section 6.07(a) is likely to result in immediate and irreparable harm, directly or indirectly, including personally to the Purchaser. Each of the Sellers, therefore, consents and agrees that if such Seller violates any of such covenants, the Purchaser shall be entitled, among and in addition to any other rights or remedies available under this Agreement or at law or in any business in which he equity, to temporary and permanent injunctive relief to prevent such Seller from committing or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date continuing a breach of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companysuch covenants. (c) If any one or more It is the desire, intent and agreement of each of the terms contained in this Sellers and the Purchaser that the restrictions placed on each of the Sellers by Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to 6.07(a) be enforced to the fullest extent compatible with applicable law. (d) The Employee declares that he or she permissible under the law and public policy applied by any jurisdiction in which enforcement is aware that the Total Salary includes special consideration paid sought. Accordingly, if and to the Employee for the Employee’s undertakings set out in extent that any portion of this Section 86.07 shall be adjudicated to be unenforceable, such portion shall be deemed amended to delete therefrom, or to reform the portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of such portion in the particular jurisdiction in which such adjudication is made.

Non-Competition. For purposes of this Section 7.1, all references to Purchaser shall be deemed to include all of the affiliates, successors and assigns of Purchaser, and all references to Seller and Seller Parent shall be deemed to include Seller, Seller Parent, and their respective Affiliates, successors, assigns, heirs, and personal and legal representatives. Seller and Seller Parent acknowledge that in order to assure Purchaser that Purchaser will retain the value of the Purchased Assets as a “going concern,” Seller and Seller Parent agree, on the terms set forth in this Section 7.1, not to utilize their special knowledge of the Business and their relationships with customers, prospective customers, suppliers and others to compete with Purchaser, subject to the terms hereafter set forth. For the Restricted Period (aas defined below) The Employee agrees Seller and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee Seller Parent shall not become financially interested inengage or have an interest, be employed byanywhere in World, alone or in association with others, as principal, officer, agent, employee, director, partner or stockholder (except as an owner of five percent or less of the stock of any company listed on a national securities exchange or traded in the over-the-counter market), or have through the investment of capital, lending of money or property, rendering of services or capital, or otherwise, in any business connection withinvolving, any business relating or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemssimilar to, directly or indirectly, as ownerthe Business. During the same period, partnerSeller and Seller Parent shall not, joint venturerand shall not permit any of their employees, shareholder, employee, broker, agent, principal, corporate officer, director, licensor agents or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsothers then under their control to, directly or indirectly, including personally on behalf of Seller and Seller Parent, or in any business in which he other Person, (i) call upon, accept Competitive Business (as defined below) from, or she is an officersolicit the Competitive Business of any Person who is, director or shareholder; who had been at any time during the preceding five years, a customer, known prospective customer, or supplier of Seller or Seller Parent or (ii) solicit, canvass recruit or approach otherwise solicit or endeavor to solicit, canvass or approach induce any person who is an employee or entity consultant of, or otherwise engaged by Purchaser, or any successor to the business of Purchaser to terminate his or her employment or other relationship with Purchaser, or such successor, or hire any person who was provided with services by has left the Company employ of Purchaser, or its affiliates on the date of the Employee’s termination or any such successor during the preceding twelve monthsfive years. Seller and Seller Parent shall not at any time, for directly or indirectly, use or purport to authorize any Person to use any name, m▇▇▇, copyright, logo, a trade dress or other identifying words or images which are the purpose of offering services same as or products which compete similar to those used currently or in the past by Purchaser, Seller or Seller Parent in connection with any product or service in connection with the services Business. Seller and Seller Parent acknowledge that compliance with the restrictions set forth in this Section 7.1 will not prevent any of them from earning a livelihood. As used herein, the “Restricted Period” shall mean, a period equal to five years beginning on the Closing Date. As used herein, the phrase “Competitive Business” means any business competitive with the Business; provided, that Competitive Business shall not be construed to include the sale or products supplied by the Company. (c) If distribution of any branded accessory product, including branded tote bags, whether directly or indirectly through one or more of intermediaries, to customers other than the terms contained in this Section 8 shallcustomers set forth on Schedule 7.1, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawand their successors and assigns. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees Founder covenants to the Investor Shareholders that he shall not, and undertakes that, for shall procure that his Affiliates and the key employees as long as the Employee is employed determined by the Company and for Board (the Non Compete Period thereafter - the Employee shall “Key Employees”) not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsto, directly or indirectly, as ownerengage or invest in, partnerincorporate, joint venturerown, shareholdermanage, employeecontrol, brokeror participate in the ownership, agentmanagement, principaloperation or control of, corporate officeror have any equity or financial interest in, directoror acquire any right to share in the profits of, licensor or in render services to any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is third party engaged in such a business and that is publicly owned and tradedsimilar to or directly competes with the principal business of the Group Companies, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long taken as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwisea whole. (b) The Founder shall cause each Key Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsto, directly or indirectly, engage in any activities that is adverse to the interests of the Group Companies, taken as a whole, including personally but not limited to the following: (i) solicit customers of any Group Company or enters into or intends to enter into transactions with any customer of any Group Company in relation to the business of the Group Companies, taken as a whole; (ii) employ, in any means through any directly or indirectly controlled Person or any Person in which the Founder or such Key Employee has an interest, any employee of any Group Company whose employment is terminated after the date hereof; (iii) solicit, employ or otherwise engage as an employee, independent contractor, or otherwise any Person who is and was an employee of any Group Company, or in any business in which he manner induce any employee of any Group Company to terminate his or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companyher employment therewith. (c) If any The Founder shall, and the Founder, Founder Holdco and the Company shall cause each Key Employee to, sign employment agreement and intellectual property, confidentiality and non-compete agreement with the applicable Group Company, pursuant to which the Founder and each Key Employee shall covenant to: (i) for a period of one (1) year following the consummation of a Qualified IPO or more Trade Sale, devote his or her full time and attention to the business of the terms contained in this Section 8 shallGroup Companies, for any reasonand shall not, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that so long as he or she remains an employee of any of the Group Companies, directly or indirectly, be employed by any other Person or invest in, manage or operate any other Person; and (ii) for so long as he or she remains an employee of such applicable Group Company and for a period of two (2) years following the termination of their respective employment, directly or indirectly, engage in any business that is aware that substantially similar to or directly competes with the Total Salary includes special consideration paid to principal business of the Employee for the Employee’s undertakings set out in this Section 8Group Companies, taken as a whole.

Non-Competition. (a) The Employee agrees Company and undertakes that, Shareholder recognize and acknowledge that the Technology related to the Business has the potential for as long as the Employee is employed by world wide application and the Company intends to market the Technology related to the Business and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture associated processing world wide. Shareholder acknowledges and agrees that is engaged in any activities competing (x) through Shareholder’s continuing involvement with products or services offered by the Company, includingShareholder will both learn and contribute valuable trade secrets and other proprietary information relating to the Business and the Company, without limitationand (y) the Company would be irreparably damaged and lose, in whole or in part, the benefit of Shareholder’s services if Shareholder were to provide services to or otherwise be interested in any activities involving video content advertisementperson or entity in violation of the restrictions contained in this subsection (f). Accordingly, web advertisements, video data mining and video recommendation systemsShareholder agrees that Shareholder shall not, directly or indirectly, anywhere in the world: (i) engage or participate in, as a consultant, owner, partner, joint venturerstockholder, shareholder, employee, broker, agent, principal, corporate officer, director, licensor member, advisor, agent or in (without limitation by the specific enumeration of the foregoing) otherwise, or permit Shareholder’s name to be used by or render services of any other capacity whatevertype for, any Competing Business or any Person developing a Competing Business; provided, however, that (x) nothing in this Agreement shall prevent Shareholder from acquiring or owning, as a passive investment, up to five percent (5%) of the Employee may own outstanding voting securities of any corporation which is an entity engaged in such business and is a Competing Business, which securities are publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; recognized national securities market; (ii) take any action to divert from the Company any opportunity which would be within the scope of the Business; or (iii) solicit, canvass attempt to solicit or approach otherwise induce any Person that is a past, current or endeavor to solicit, canvass or approach any person or entity who was provided with services by potential customer of the Company to (A) cease utilizing or its affiliates on purchasing the date products and services of the Employee’s termination or during Company, (B) reduce the preceding twelve months, for the purpose amount of offering services or products which compete with the services or products supplied by the Company’s products or services used or purchased by such Person, or (C) utilize or purchase the products or services of a Person other than the Company that engages in the Business. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes thatForm the date hereof until the termination of the Employment Period (subject to extention as set forth below, for as long as the Employee is employed by “Non-Competition Period”), the Company and for the Non Compete Period thereafter - the Employee Executive: (i) shall not become financially interested inengage, be employed bydirectly or indirectly, or have any business connection with, any business or venture that is engaged in any activities competing whether as employer, proprietor, Partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with products the Company or services offered by any of its affiliates; (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company, any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, LP, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the “Company Business”); and (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment. (b) Except as required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, any activities involving video content advertisementinformation relating to customers, web advertisementssuppliers, video data mining contracts, business plans and video recommendation developments, discoveries, processes, products, systems, directly know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Executive), is published in a newspaper, magazine or indirectlyother periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor the Executive shall surrender to the Company or in any Windward all records and other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not documents obtained by him or entrusted to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that him during the period course of his or her employment hereunder (together with all copies thereof) which pertain to the business of the Company and or Windward or which were paid for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on other than the date Executive’s counterparts of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor this Agreement and employment-related documents referred to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companyherein. (c) If any one or more of the terms The covenants contained in this clauses (i) and (ii) of Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, 4.1(a) shall apply within all territories in which the term shall be construed Company is actively engaged in a manner to enable it to be enforced to the extent compatible with applicable lawconduct of business during the Non-Competition Period. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. Until two (a2) The Employee agrees and undertakes thatyears after the date hereof, for as long as ▇▇▇▇▇▇▇▇ shall not, directly or indirectly, without the Employee is employed by prior written consent of Pharsight, (i) own, manage, operate, join, control, finance or participate in the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested inownership, be employed bymanagement, operation, control or financing of, or have any business connection be connected as an officer, director, employee, partner, principal, agent, representative, consultant, licensor or otherwise with, any business or venture that is enterprise engaged in any activities competing business which is competitive with products or services offered by the business of the Company, includingwithin each of the geographical units which are listed in Appendix A hereto (the "Territory"), without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or (ii) engage in any other capacity whatever; providedmanner, howeverwithin the Territory, that the Employee may own securities of in any corporation business which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment competitive with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date business of the Employee’s termination or during Company. For the preceding twelve monthspurposes of this Section 3, the "business of the Company" shall be defined as set forth in Appendix B hereto. Notwithstanding the above, ▇▇▇▇▇▇▇▇ shall not be deemed to be engaged directly or indirectly, including personally or indirectly in any business in which he contravention of subparagraphs (i) or she is an officer, director or shareholder; (ii) solicitabove, canvass if: (x) ▇▇▇▇▇▇▇▇ participates in any such business solely as a passive investor in up to 1% of the equity securities of a company or approach partnership, the securities of which are publicly traded; (y) ▇▇▇▇▇▇▇▇ is employed by a business or endeavor to solicit, canvass or approach any person or entity who was provided with services by enterprise that is engaged primarily in a business other than the business of the Company and ▇▇▇▇▇▇▇▇ takes scrupulous care not to and does in fact not apply his expertise at such business or its affiliates on enterprise to that part of such business or enterprise that is or could be competitive with the date business of the Employee’s termination Company; or during the preceding twelve months(z) ▇▇▇▇▇▇▇▇ is employed by a large multi-divisional business, for the purpose one or more divisions of offering services or products which compete with the services Company's business, and ▇▇▇▇▇▇▇▇ takes scrupulous care not to and does in fact not consult with or products supplied by otherwise apply his expertise at such division(s) of business which compete with the Company's business. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee Executive acknowledges and recognizes the highly-competitive nature of the business conducted by the Corporation and its subsidiaries and affiliates and accordingly agrees and undertakes that, in consideration of this Agreement and the premises contained herein, he shall not, for as long as the Employee is employed by the Company and his own benefit or for the Non Compete Period thereafter - benefit of any other person or entity other than the Employee shall not become financially interested inCorporation, be employed byduring the period commencing on the Effective Date hereof and terminating on the first anniversary of the expiration or termination of the Term hereof for any reason whatsoever: (i) actively engage in contacting, soliciting or have servicing any business connection withperson or entity that was a customer or prospective customer of the Corporation or any of its subsidiaries or affiliates at any time during the Term hereof (a prospective customer being one to which the Corporation had made a written financial proposal within twelve (12) months prior to the time of the termination of the Term); or (ii) hire, any business retain or venture that is engaged in any activities competing with products or services offered by the Companyengage as a director, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholderofficer, employee, brokerconsultant, agent, principal, corporate officer, director, licensor agent or in any other capacity whatever; provided, however, that any person or persons who are employed by the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed Corporation or who were at any one time one percent (within a period of any class six (6) months immediately prior to the date of stock the termination of the Term) employed by the Corporation or securities of otherwise interfere with the relationship between such company, so long as he/she has no active role in persons and the publicly owned and traded company as director, employee, consultant or otherwiseCorporation. (b) The Employee agrees and undertakes Executive understands that during the period foregoing restrictions may limit his ability to earn a similar amount of his or her employment with money in a business similar to the Company and for twelve months thereafter business of the Employee will not (i) employ or retain any person employed or retained by the Company Corporation or its affiliates on the date subsidiaries or affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Employee’s termination or during the preceding twelve monthsCorporation and as otherwise provided hereunder to clearly justify such restrictions which, directly or indirectly, including personally or in any business in which he or she is an officerevent (given his education, director or shareholder; (ii) solicitskills and ability), canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the CompanyExecutive does not believe would prevent his from earning a living. (c) If any one It is agreed that the Executive’s services hereunder are special, unique, unusual and extraordinary giving them peculiar value, the loss of which cannot be reasonably or more adequately compensated for by damages, and in the event of the terms contained Executive’s breach of this Section, the Corporation shall be entitled to equitable relief by way of injunction or otherwise. If the period of time or area herein specified should be adjudged unreasonable in any court proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by elimination of such portion thereof as deemed unreasonable, so that this Section 8 shall, for any reason, covenant may be held enforced during such period of time and in such areas as is adjudged to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawreasonable. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. Employee acknowledges that his services to be --------------- rendered hereunder are of a special and unusual character which have a unique value to Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee's employment hereunder and for a period of one (1) year after he ceases to be employed by Company, Employee shall not (a) The Employee agrees and undertakes thatdirectly or indirectly, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested insolicit business from, be employed bydivert business from, or have any business connection with, any business attempt to convert to other methods of using the same or venture that is engaged in any activities competing with similar products or services offered as provided by the Company, includingany client, without limitation, account or location of Company with which Employee has had any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemscontact as a result of his employment by Company hereunder; (b) engage in or carry on, directly or indirectly, either for himself, as ownera member of a partnership, partneror as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the issued and outstanding limited partnership interests or stock of a publicly held partnership or corporation whose gross assets exceed $1,000,000), joint ventureras an investor, shareholderlender, guarantor, landlord, manager, officer, or director of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), or as an employee, agent, associate, broker, agentor consultant of any person, principalpartnership, corporate officercorporation, directoror other entity (other than the Company or its subsidiaries), licensor any business (or segment of a business if such business operates in more than one segment of the orthopedic industry) that competes with any other capacity whateveroperations of the Company, as they exist at the time of Employee's termination, within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company. In the event this Agreement is terminated by the Company without cause, Employee may elect, by providing written notice to the Company, to shorten the term of this non-compete to six (6) months, provided, however, in that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and tradedevent, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held 's obligation to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid pay severance pay to the Employee for the Employee’s undertakings set out in this pursuant to Section 81.5.2 shall be reduced to an amount equal to six (6) months base pay.

Non-Competition. (a) The Employee Executive agrees and undertakes thatthat he shall not, for as so long as the Employee is he shall be employed by the Company and for in any capacity (whether pursuant to this Agreement or otherwise), own, manage, operate, control or participate in the Non Compete Period thereafter - the Employee shall not become financially interested inownership, management, operation or control of, or be employed by, by or have connected in any business connection manner with, any business, firm or corporation which is or may be in competition with the business of the Company or venture its subsidiaries without the express written consent of the Company. (b) Executive agrees that for a period commencing on the effective Date of Termination and for so long thereafter as he is engaged entitled to receive and receives any payments pursuant to this Agreement or, in the case of the termination of Executive's employment for Cause by the Company or without Good Reason by Executive, for a period of twelve (12) months after the effective Date of Termination, Executive shall not own, manage, operate, control or participate in the ownership, management, operation or control of, or be employed by or connected in any activities competing with products or services offered by the Company, including, without limitationmanner with, any activities involving video content advertisementbusiness, web advertisements, video data mining and video recommendation systems, directly firm or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment competes with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by business of the Company or its affiliates subsidiaries as such business is constituted on the date Date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the CompanyTermination. (c) If Anything to the contrary herein notwithstanding, the provisions of this Section 11 shall not be deemed violated by the purchase and/or ownership by Executive of shares of any one class of equity securities (or more options, warrants or rights to acquire such securities, or any securities convertible into or exchangeable or exercisable for such securities) (i) of the terms contained in this Section 8 shallCompany (or any successor thereto), (ii) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into or exchangeable or exercisable for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (dsuch securities) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.five percent

Non-Competition. (a) The parties understand and agree that this Agreement is entered into in connection with the Merger. The parties further understand and agree that Employee agrees is a key and undertakes thatsignificant member of Target, for as long owns or has the right to acquire shares of capital stock of Target, and that the Merger is contingent upon Employee entering into this Agreement, including this non-competition provision. In addition, the parties understand that prior to the Merger, Target was engaged in the Business in each of the fifty states of the United States and worldwide. The parties further understand that the Company is currently engaged in the Business in each of the fifty states of the United States and worldwide (hereafter referred to as the "Geographic Scope of the Business"). Employee is employed by further acknowledges that the Company following the Merger will continue conducting the Business in all parts of the Geographic Scope of the Business. (b) During the period (as may be extended pursuant to Section 3.6) commencing on the date hereof and for ending one (1) year after the Non Compete Period thereafter - Closing Date (as defined in the Employee shall not become financially interested inMerger Agreement) (the "Term"), be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by without the prior written consent of the Chief Executive Officer and the General Counsel of the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsEmployee shall not, directly or indirectly, whether as owneran individual, partner, joint venturer, shareholder, or as an employee, broker, agent, principalconsultant, corporate advisor, independent contractor, general partner, limited partner, officer, director, licensor stockholder or in any other capacity whatever; provided, however, that the Employee may own securities investor of any corporation which is engaged in such business and is publicly owned and tradedperson, but in an amount not to exceed at any one time one percent of any class of stock firm, corporation, partnership or securities of such companyother entity, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.: (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ participate or retain engage in the design, development, manufacture, marketing, distribution, production, sale, servicing or licensing of any person employed product, or retained the provision of any service, that directly or indirectly competes with Target's or the Company's Products (for purposes hereof, "Products" shall mean the products owned or under development by Target or the Company as of the Closing Date, any products based upon Target's or its affiliates on the Company's Intellectual Property (as defined in the Merger Agreement) or services engaged in by Company or Target, or any products developed, or services offered, at any time C1-2 103 from the Closing Date through the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor when Employee ceases to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied be employed by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.); or

Non-Competition. The Consultant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates. Accordingly, through the later of (i) the Expiration Date and (ii) the first anniversary of the Consultant's termination or resignation of employment (such date being hereafter referred to as the "Date of Termination"): (a) The Employee agrees Consultant, its employees, affiliates and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee representatives shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsnot, directly or indirectly, engage (as owner, partnerstockholder, joint venturerpartner or otherwise, shareholderexcept as a holder of fewer than 5% of the outstanding shares or other equity interests of a company whose shares or other equity interests are publicly traded) in any bingo-related activities, employeeincluding electronic bingo systems and related equipment, brokerbingo-related television or other media programs, agentany lottery, principalincluding, corporate officerbut not limited to, directorvideo lottery terminal machines, licensor a lottery of the "break-open" type, or any related business, or in any other capacity whatever; providedbusiness which directly or indirectly competes with the business of the Company or any of its affiliates or subsidiaries at the time of the termination of this Agreement, howeverexcept that, that for purposes of this clause, there shall not be deemed to be a breach of the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role Consultant in the publicly owned and traded company as director, employee, consultant or otherwiseperformance of his duties hereunder. (b) The Employee agrees Consultant, its employees, affiliates and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsrepresentatives shall not, directly or indirectly, including personally induce any employee of the Company or any of its affiliates or subsidiaries to engage in any business activity in which he the Consultant is prohibited from engaging by paragraph (a) above or she is an officerto terminate his employment with the Company or any of its affiliates or subsidiaries, director and will not directly or shareholder; (ii) solicit, canvass indirectly employ or approach or endeavor offer employment to solicit, canvass or approach any person or entity who was provided with services employed by the Company or any of its affiliates on the date or subsidiaries unless such person shall have been terminated without cause or ceased to be employed by any such entity for a period of the Employee’s termination or during the preceding twelve at least 12 months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If The Consultant, its employees, affiliates and representatives will not make any one statement or more take any action intended to impair the goodwill or the business reputation of the terms contained in this Section 8 shallCompany or any of its affiliates or subsidiaries, for any reason, be held or to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced otherwise detrimental to the extent compatible with applicable law. (d) The Employee declares that he interests of the Company or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.any of its affiliates or subsidiaries, including any action or statement intended, directly or indirectly,

Non-Competition. Notwithstanding any earlier termination, during the Period of Employment and for one (1) year thereafter: (a) The Employee agrees and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested innot, be employed by, or have any business connection with, any business or venture that is engaged anywhere in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, North America directly or indirectly, individually or as ownera member of any partnership or joint venture, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate or as an officer, director, licensor stockholder, employee or agent of any other person, firm, corporation, business organization or other entity, participate in, engage in, solicit or have any financial or other interest in any activity or any business or other capacity whateverenterprise in any field which at the time of termination is competitive with the business or is in substantially the same business as the Company or any affiliate, subsidiary or division thereof (unless the Board of Directors shall have authorized such activity and the Company shall have consented thereto in writing), as an individual or as a member of any partnership or joint venture, or as an officer, director, stockhol der, investor, employee or agent of any other person, firm, corporation, business organization or other entity; provided, however, that nothing contained herein shall be construed to prevent the employee from investing in Permitted Investments; and (b) the Employee shall not: (i) solicit or induce any employee of the Company to terminate his employment or otherwise leave the Company's employ or hire any such employee (unless the Board of Directors shall have authorized such employment and the Company shall have consented thereto in writing); or (ii) contact or solicit any clients or customers of the Company, either as an individual or as a member of any partnership or joint venture, or as an officer, director, stockholder, investor, employee or agent of any other person, firm, corporation, business organization or other entity; provided, however, that the Employee may own provisions of this Section 9 shall be of no force and effect in the event of a Change of Control. A Change of Control shall be deemed to occur if: (x) the Company is merged into another corporation and, after such merger, the voting securities of any corporation which is engaged in the Company outstanding immediately prior to such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent merger represent less than 75% of any class of stock or the voting securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant surviving corporation; or otherwise. (by) The Employee agrees and undertakes that during all or substantially all of the period assets of his or her employment with the Company and for twelve months thereafter the Employee will are sold; or (z) a person or group (not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of including the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; ) obtains beneficial ownership of twenty (ii20%) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) Company's issued and outstanding voting securities. The Employee declares that he or she is aware that the Total Salary includes special consideration paid Company is entering or may enter into other employment agreements similar to this Agreement with other employees similarly situated to the Employee and that it is important to the Company to maintain consistency among the employment agreements between it and those similarly situated employees. The Employee has therefore consented to the inclusion of this section at the request of the Company for the Employee’s undertakings set out in this Section 8express purpose of such consistency.

Non-Competition. For a period of three (a3) The Employee agrees years following the Closing Date, Seller shall not, and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee Seller shall cause its Subsidiaries not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsto, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any capacity, engage in or have any direct or indirect ownership interest in, or permit its name to be used in connection with (other capacity whateverthan those name permissions that are granted in the ordinary course of business), any business anywhere in the United States that is engaged, either directly or indirectly, in the AS Business or the IRPS Business (each of the foregoing being referred to herein as a “Competing Business”); provided, however, that the Employee may following shall not be deemed a violation of this Section 3.1.9(a). (i) Ownership of stock of any corporation listed on a national securities exchange or traded over the counter so long as Seller and its Subsidiaries collectively do not own more than an aggregate of five percent (5%) of the voting stock of such corporation; (ii) financing, lending or making extensions of credit to, or foreclosing on the collateral of, any Competing Business in the ordinary course of business, including, without limitation, acquiring any equity securities of any corporation which Person that has outstanding indebtedness to Seller or any of its Affiliates, or operating a Competing Business as a result of such acquisition, in each case, in satisfaction of a debt previously contracted that is engaged in such business and is publicly owned and traded, but a distressed or troubled situation; (iii) making any investment (or activity related thereto) in an amount not to exceed at any one time one percent a fiduciary or agency capacity of any class type and carried out on behalf of stock clients or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.other beneficiaries; or (biv) The Employee agrees and undertakes the ownership of, an affiliation with, or the conduct of any other prohibited activity with respect to, a Person that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsconducts, either directly or indirectly, a Competing Business (any such Person, together with all of its Affiliates, a “Competing Person”) that is the direct or indirect result of (A) the merger, consolidation, share exchange, sale or purchase of assets or similar business combination involving Seller or any of its Affiliates and any Competing Person or (B) the acquisition of any Competing Person by Seller or any of its Affiliates, if, in the case of either (A) or (B), at least 75% of the total consolidated assets or total consolidated revenues (including personally as revenues net interest income revenues with respect to a lending business) of such Competing Person in the calendar year prior to such ownership or in affiliation does not relate to a Competing Business. It is recognized that the Target Businesses are expected to be conducted throughout the United States and that more narrow geographical limitations of any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates nature on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained covenants set forth in this Section 8 shall3.1.9 are, for any reasontherefore, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawnot appropriate. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. In consideration of the compensation to be paid to the Executive hereunder, the Executive agrees that: (a1) The Employee agrees during the period beginning on the Closing Date and undertakes thatending twelve (12) months following the Termination Date (the “Non-Competition Period”), for he shall not, whether individually or in his capacity as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested ina director, be employed byofficer, or have any business connection withmanager, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as ownermember, partner, joint venturer, shareholder, employee, brokerconsultant, agent, principal, corporate officer, director, licensor agent or representative of or to a person or entity engage directly or indirectly in any business engaged in the provision of the telecommunications services or other capacity whateverservices provided by the Company or any of its direct and indirect subsidiaries and affiliates as of the Closing Date or at any time during the term of the Agreement in any state in which the Company or any of its direct and indirect subsidiaries and downstream affiliates provided such services to the extent such services in each such state accounted for greater than one percent (1%) of the Company’s revenues; provided, however, that ownership of less than one percent (1%) of the Employee may own securities outstanding stock of any publicly-traded corporation which is engaged in such business and is publicly owned and traded, but in an amount shall not be deemed to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.violate this subsection; and (b2) The Employee agrees and undertakes that during the period starting on the Closing Date and ending on the second anniversary of his or her employment with the Company and for twelve months thereafter Termination Date, the Employee will Executive shall not (i) employ whether individually or retain in his capacity as a director, officer, manager, member, partner, shareholder, employee, consultant, agent or representative of or to a person or entity, solicit or otherwise endeavor to entice away, any person employed or retained by entity who, during the term of the Agreement and at any time during the six (6) months prior to the termination of the Executive’s services hereunder, is or was an officer, employee, sales agent, consultant, customer or supplier of the Company or its affiliates on the date of the Employee’s termination direct and indirect subsidiaries and affiliates, or during the preceding twelve months, (ii) either directly or indirectly, including personally alone or in any business in which he conjunction with another party, interfere with or she is an officerharm, director or shareholder; attempt to interfere with or harm, the relationship of the Company or its direct and indirect subsidiaries and affiliates (iiincluding the termination of such relationship or causing the purchase of services from a competitor) solicit, canvass or approach or endeavor to solicit, canvass or approach with any person or entity who who, during the term of the Agreement, and at any time during the six (6) months prior to the termination of the Executive’s services hereunder, is or was provided with services by a current or prospective employee, sales agent, consultant, customer or supplier of the Company or its direct and indirect subsidiaries and affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete otherwise had a business relationship with the services Company or products supplied by its direct and indirect subsidiaries and affiliates other than the CompanyExecutive’s secretary/administrative assistant. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as acknowledges that the Employee is employed services to be rendered by her to the Company are of a special and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwiseunique character. (b) The In consideration of her employment hereunder, the Employee agrees and undertakes agrees, for the benefit of the Company, that she will not, during the period of his or her employment with the Company and thereafter for twelve months thereafter the Employee will not a period (iA) employ or retain any person employed or retained by the Company or its affiliates of one (1) year commencing on the date of termination of her employment with the Employee’s Company pursuant to Section 6.2 or 6.3, (B) of the greater of one (1) year commencing on the date of termination of her employment with the Company pursuant to Section 6.7 or the remainder of the then-current Term (without regard to the Extended Term if such termination occurs during the preceding twelve monthsInitial Term) or (C) during which the Employee receives payments of the Severance Amount pursuant to Section 9(c) (in the case of a termination under Section 6.4 or 6.6), (1) engage, directly or indirectly, including personally whether as principal, agent, distributor, representative, consultant, employee, partner, stockholder, limited partner or other investor (other than an investment of not more than (i) one percent (1%) of the stock or equity of any corporation the capital stock of which is publicly traded or (ii) five percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, anywhere in the United States, in any activity or business venture which is in which he competition with the business then conducted by the Company and any of its subsidiaries, (2) solicit or she is entice or endeavor to solicit or entice away from any member of the Norton Group any person who was an officer, director employee, agent or shareholder; consultant of any member of the Norton Group, either for her own account or for any individual, firm or corporation, and, if applicable, whether or not such person would commit any breach of his contract of employment by reason of leaving the service of a member of the Norton Group, and the Employee agrees not to employ, directly or indirectly, any person who was an officer or employee of any member of the Norton Group or who by reason of such position at any time is or may be likely to be in possession of any confidential information or trade secrets relating to the businesses or products of any member of the Norton Group, or (ii3) solicit, canvass solicit or approach entice or endeavor to solicit, canvass solicit or approach entice away from any person or entity who was provided with services by the Company or its affiliates on the date member of the Employee’s termination Norton Group any customer or during prospective customer of any member of the preceding twelve monthsNorton Group, either for her own account or for any individual, firm or corporation (the purpose of offering services or products which compete with activities set forth in clauses (1), (2) and (3) above, the services or products supplied by the Company"Non-Competition Activities"). (c) If any one or more In the event of termination of the terms contained in this employment of the Employee pursuant to Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope 6.4 or activity6.6, the term Company shall be construed in a manner to enable it to be enforced pay to the extent compatible with applicable lawEmployee the Severance Amount and other benefits set forth in Section 6.4 or 6.6 in which event the Employee shall not engage in the Non-Competition Activities for the Severance Term; provided, however, if the Employee engages in the Non-Competition Activities during the Severance Term, the Employee shall immediately notify the Company that she is engaging in the Non-Competition Activities, and the Company's obligation to pay the Severance Amount shall immediately cease. From and after the date on which the Employee engages in the Non-Competition Activities, the Company shall continue to pay to the Employee the salary in effect on the date of termination of the employment of the Employee under Section 3.1 for the remainder of the Severance Term and shall offset any amounts earned as a result of the Employee's engaging in the Non-Competition Activities (whether as an employee, consultant or otherwise) against such salary continuation by the Company which becomes payable after the first date on which the Employee engages in the Non-Competition Activities. (d) The Employee declares that he or she is aware that Notwithstanding the Total Salary includes special consideration paid to foregoing, the Employee for the Employee’s undertakings set out in provisions of this Section 89 not be effective on or after November 7, 1999.

Non-Competition. (a) The Employee further agrees and undertakes thatwith the Company to the following provisions, for as long as all of which the Employee is employed by acknowledges and agrees are necessary to protect the Company’s legitimate business interests. The Employee covenants and agrees with the Company that: (i) Unless otherwise agreed between the parties, the Employee shall not, during the Employee’s employment with the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested ina period of twelve (12) months thereafter, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwisein any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any material way, with the Company’s business (which includes, but is not limited to, the business of providing wind turbine towers, weldments, and other technologically advanced high-value other products and services to energy, mining and infrastructure sector customers, primarily in the United States), other than the ownership of five percent (5%) or less of the shares of a public company where the Employee is not active in the day-to-day management of such company. With respect to the post-employment application of this Section 1(d)(i), the restrictions shall extend only to those specific countries or provinces where the Company conducts business on the day that the Employee’s employment with the Company terminates. (bii) The Employee agrees and undertakes that shall not, during the period of his or her Employee’s employment with the Company and for a period of twelve (12) months thereafter thereafter, either directly or indirectly, (A) solicit, call on or contact any significant Customer of the Company with whom the Employee will not (i) employ has had material contact during the Employee’s employment with the Company for the purpose or retain with the effect of offering any person employed products or retained services of any kind offered by the Company at that time or its affiliates on during the date Employee’s employment with the Company, (B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in either of the foregoing clauses (A) and (B). (iii) During the Employee’s employment with the Company, the Employee shall not own, or permit ownership by the Employee’s spouse or any minor children under the parental control of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally an amount in excess of five percent (5%) of the outstanding shares of stock of a corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a business that competes, in any business in which he or she is an officerway, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as 3.1 During the Employee is employed by the Company and for the Non Non-Compete Period thereafter - the (as defined below), Employee shall not become financially interested innot, be employed bywithout the prior unanimous written approval of the President of Company, or have perform any of the following acts: (A) accept employment with any business connection with, wherever located which engages in any business in the Territory (as hereinafter defined) which competes with Company or venture that is engaged any of its subsidiaries if the employment in any activities competing question either would include the performance of duties similar to those performed by Employee for Company or would place him in a working relationship with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, persons performing such duties; or (B) directly or indirectly, for himself or an behalf of others, as owner, partner, joint venturer, shareholder, an individual on his own account or as an employee, brokeragent or representative for any person, agentpartnership, principalfirm or corporation, corporate officerengage in, directoraid in the operation of, licensor contribute his knowledge to, or own, manage, operate or participate in any other capacity whatever; providedthe ownership, however, that the Employee may own securities management or control of any corporation business wherever located which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at competes with Company or any one time one percent of any class of stock or securities of such company, so long as he/she has no active role its subsidiaries in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms Territory. Nothing contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term 3 shall be construed to prohibit Employee from owning, either of record or beneficially, not more than five percent (5%) of the shares or other equity interest of any publicly traded entity, even if that entity is in a manner to enable it to be enforced to the extent compatible with applicable lawbusiness engaged in by Company or any of its subsidiaries. (d) The 3.2 Employee declares that he or she and Company agree that, in view of the character of Employee's work and of the business engaged in by Company and its subsidiaries, in view of the nature of the market in which Company and its subsidiaries compete, it is aware reasonable and necessary for the protection of Company and its subsidiaries that the Total Salary includes special consideration paid “Territory” referred to in Section 3.1 include the United States of America. 3.3 The provisions of this Section 3 shall not in any way or to any extent limit the obligations of Employee for under any other Section of this Agreement. 3.4 For purposes of this Agreement, (i) the Non-Compete Period shall be two (2) years after the effective date of the termination of Employee’s undertakings set out employment by Company or any of its subsidiaries (the “Termination Date”) or, if ordered by a court of competent jurisdiction, one of the periods of time listed in this Section 8clause (ii).

Non-Competition. (a) The Employee agrees From the date hereof until the termination of the Employment Period (subject to extention as set forth below, the “Non-Competition Period”), the Executive: (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and undertakes thatCanada with the Company or any of its affiliates; (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company, any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, LP, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the “Company Business”); and (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment relationship in order to enter into any competitive employment. (b) Except as long required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Employee Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or Windward all records and other documents obtained by her or entrusted to her during the course of her employment hereunder (together with all copies thereof) which pertain to the business of the Company or Windward or which were paid for by the Company other than the Executive’s counterparts of this Agreement and employment-related documents referred to herein. (c) The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the Company is actively engaged in the conduct of business during the Non-Competition Period. (e) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.l(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company and for Windward, to the Non Compete Period thereafter - fullest extent permitted by applicable law, the Employee benefits intended by Sections 4.1(a) and 4.l(b). (f) The covenants contained in Section 4.1(b) shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered survive the conclusion of the Executive’s employment by the Company. (g) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then-current stockholder of the Company, a subsequent Non-Competition Period shall begin on the effective date of any such sale or transfer and expire on the first anniversary of such effective date; provided, however, that such subsequent Non-Competition Periods shall not extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the “Non-Competition Period” shall be deemed to include such subsequent Non-Competition Period. (h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved. (i) The Executive acknowledges and agrees that the covenants, obligations and agreements of the Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with the Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting the Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive. (j) The Executive acknowledges and agrees that she has and will have a prominent role in the management, and the development of the goodwill, of the Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (i) the Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with the Company and its affiliates, (ii) the covenants and restrictions contained herein are intended to protect the legitimate interests of the Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) the Executive desires to be bound by such covenants and restrictions. (k) The Executive represents that her economic means and circumstances are such that the provisions of this Agreement, including the restrictive covenants herein, will not prevent her from providing for herself and her family on a basis satisfactory to her and them. (l) If the Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms restrictive covenants contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activityherein, the term shall be construed in a manner to enable it to be enforced Executive agrees that she will comply fully with this Agreement unless and until the entry of an award to the extent compatible with applicable lawcontrary. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. In consideration of the payments and other consideration being provided to ▇▇▇▇▇▇▇ pursuant to this Agreement, ▇▇▇▇▇▇▇ agrees that, from the Effective Date until the date that is six (6) months after the Effective Date (the "Term"), ▇▇▇▇▇▇▇ shall not, anywhere in the City of New York, the State of New York or elsewhere in the United States (or for such lesser area or such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the competitive activity of ▇▇▇▇▇▇▇), directly or indirectly, unless on behalf and at the request of the Company: (a) The Employee agrees and undertakes thatengage, for as long as or on behalf of any person or entity, in the Employee is employed by business of designing, developing or assisting in the Company and design or development of software to be used in connection with the packaging, selling or placing of on-line banner advertising on newspaper websites (the "Business"); (b) solicit or attempt to solicit business for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, Company from any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly person who is or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor was a client of the Company on the date hereof or in at any other capacity whatevertime during the 12 months prior to the date hereof or to whom the Company made proposals for products or services during the 12 months preceding the date hereof; provided, however, that the Employee Company agrees that ▇▇▇▇▇▇▇ may own securities solicit business from any such person to the extent that ▇▇▇▇▇▇▇ solicits such person for products or services unrelated to the Business; (c) otherwise divert or attempt to divert from the Company any business related to the Business, it being acknowledged and agreed for purposes of this Agreement that packaging, selling or placing on-line banner advertising on newspaper websites does not constitute "business related to the Business"; (d) solicit or attempt to solicit for any corporation business endeavor any employee of the Company; or (e) render any services as an officer, director, employee, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person or entity which is engaged in such business and is publicly owned and tradedactivities which, but if performed by ▇▇▇▇▇▇▇, would violate this Section 6. Except as otherwise provided in an amount this Agreement, the foregoing shall not prevent ▇▇▇▇▇▇▇ from purchasing or owning up to exceed at any one time one percent 5% of the voting securities of any class of stock or corporation, the securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with which are publicly-traded. If the Company and for twelve months thereafter the Employee will materially breaches its obligations under this Agreement, which breach is not (i) employ or retain any person employed or retained by the Company or its affiliates on the date cured within 15 days after receipt of the Employee’s termination or during the preceding twelve monthsnotice thereof from ▇▇▇▇▇▇▇, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in ▇▇▇▇▇▇▇'▇ obligations under this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term 6 shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawof no further force and effect. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Company and the Employee agree that the services rendered by the Employee hereunder are unique and irreplaceable. The Employee hereby agrees and undertakes that, for as long as during the Employee is employed by the Company Term of Employment and for the Non Compete Period thereafter - a period of one year thereafter, the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged (i) in any activities competing with products geographical area in the United States or services offered by in those foreign countries where the Company, includingduring the Term of Employment, without limitationconducts or proposes to conduct business or initiates activities, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsengage or participate in, directly or indirectly, indirectly (whether as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate an officer, director, licensor employee, partner, consultant, holder of an equity or debt investment, lender or in any other capacity whatever; providedmanner or capacity), howeveror lend Employee's name (or any part or variant thereof) to any business which is, that or as a result of the Employee's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the commercialization of the measurement, prevention therapy or reversal of glucose-mediated non-enzymatic crosslinking of macro-molecules, and such other specific technologies in which the Company has, during the Term of Employment, initiated significant plans to develop products, (i▇) ▇▇▇▇, ▇▇▇▇▇▇▇▇ or indirectly, in a competitive manner with any customers doing business with the Company during the Term of Employment (except in connection with the performance of the duties and obligations of the Employee may own securities during the Term of Employment), (iii) solicit any corporation which is engaged in such business and is publicly owned and tradedofficer, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period agent of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ to become an officer, director, employee, consultant or retain any person employed or retained by the Company or its affiliates on the date agent of the Employee’s termination , Employee's respective affiliates or during the preceding twelve monthsanyone else, and (iv) engage in or participate in, directly or indirectly, including personally or in any business in which he conducted under any name that shall be the same as or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor similar to solicit, canvass or approach any person or entity who was provided with services by the name of the Company or its affiliates on any trade name used by it. Ownership, in the date aggregate, of less than one percent of the Employee’s termination or during the preceding twelve months, for the purpose outstanding shares of offering services or products which compete capital stock of any corporation with the services or products supplied by the Company. (c) If any one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a violation of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawforegoing provision. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee Executive hereby agrees and undertakes thatthat from the Effective Date until three years after he ceases to be an employee of either the Corporation or the Bank, for the Executive will not (i) engage in the banking or financial services business other than on behalf of the Corporation or the Bank or their affiliates within the Market Area (as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested inhereinafter defined), (ii) directly or indirectly own, manage, operate, control, be employed by, or have provide management or consulting service in any business connection withcapacity to any firm, any business corporation or venture that is other entity (other than the Corporation or the Bank or their affiliates) engaged in the banking or financial services business in the Market Area, or (iii) directly or indirectly solicit or otherwise intentionally cause any activities competing with products employee, officer or services offered member of the respective Board of Directors of the Corporation or the Bank or any of their affiliates to engage in any action prohibited under (i) or (ii) of this Section 2(a); provided that the ownership by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, Executive as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that an investor of not more than five percent of the Employee may own securities outstanding shares of stock of any corporation which whose stock is engaged in such business and listed for trading on any securities exchange or is publicly owned and tradedquoted on the automated quotation system of the National Association of Securities Dealers, but in an amount not to exceed at any one time one percent Inc., or the shares of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded investment company as directordefined in Section 3 of the Investment Company Act of 1940, employeeas amended, consultant or otherwiseshall not in itself constitute a violation of the Executive's obligations under this Section 2(a). (b) The Employee Executive acknowledges and agrees that irreparable injury will result to the Bank in the event of a breach of any of the provisions of this Section 2 (the "Designated Provisions") and undertakes that during the period Bank will have no adequate remedy at law with respect thereto. Accordingly, in the event of his a material breach of any Designated Provision, and in addition to any other legal or her employment equitable remedy the Bank may have, the Bank shall be entitled to the entry of a preliminary and permanent injunction to restrain the violation or breach thereof by the Executive or any affiliates, agents or any other persons acting for or with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or Executive in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companycapacity whatsoever. (c) If any one or more It is the desire and intent of the terms contained in parties that the provisions of this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term 2 shall be construed in a manner to enable it to be enforced to the fullest extent compatible permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 2 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of this Section 2 shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Bank, to the fullest extent permitted by applicable law, the benefits intended by this Section 2. (d) The Employee declares that he or she is aware that As used herein, "Market Area" shall mean the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8State of Mississippi.

Non-Competition. (a) The In Addition to any obligation of the Employee under any other obligation of the Employee under any other agreement with the Employer, in order to assure that the Employer will realize the benefits of this Agreement and in consideration of the employment of the Employee by the Employer, the Employee agrees and undertakes thatthat he shall not, for as long as the Employee while he is employed by the Company Employer or its affiliates and for a period of twelve (12) months from the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, Employee's termination of employment. (a) directly or indirectly, alone or as owner, a partner, joint venturer, shareholdermember, employee, broker, agent, principal, corporate officer, director, licensor employee, consultant, agent, independent contractor, stockholder or in any other capacity whatever; of any company or business, engage in any business activity within a 250 mile radius of the Statue of Liberty which is directly or indirectly in competition with the Company Business (as defined below), provided, however, that that, the Employee may own securities beneficial ownership of less than 5% of the shares of stock of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any having a class of stock equity securities actively traded on a national securities exchange or securities over-the-counter market shall not be deemed, in and of such companyitself, so long as he/she has no active role in to violate the publicly owned and traded company as director, employee, consultant or otherwiseprohibitions of this paragraph 3. (b) The Employee agrees and undertakes that during the period of his directly or her employment with the Company and for twelve months thereafter the Employee will not indirectly (i) employ or retain induce any person employed which is a customer of the Employer or retained by the Company or any of its affiliates on the date of the Employee’s 's termination or during the preceding twelve months, of employment to patronize any business directly or indirectlyindirectly in competition with the Company Business, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicitcanvass, canvass solicit or approach or endeavor to solicit, canvass or approach accept from any person that is a customer of the Employer or entity who was provided with services by the Company or any of its affiliates on the date of the Employee’s 's termination of employment, any such competitive business, or during (iii) request or advise any person that is a customer of the preceding twelve monthsCompany Business on the date of the Employee's termination of employment to withdraw, for the purpose of offering services curtail, or products which compete cancel any such customer's business with the services Employer or products supplied by the Company.any of its affiliates, or (c) If directly or indirectly employ, or knowingly permit any one company or more business directly or indirectly controlled by him, to employ, any person who was employed by the Employer or any affiliate of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope Employer on the date of the Employee's termination of employment or activity, the term shall be construed in a manner to enable it to be enforced within six months prior to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for date of the Employee’s undertakings set out 's termination of employment, or in this Section 8any manner seek to induce any such person to leave his or her employment.

Non-Competition. (a) The Employee Executive agrees and undertakes that, for as long as during the Employee is employed term of his employment by the Company and for not to compete with the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, Company or have any business connection with, any business or venture that is engaged of its Subsidiaries in any activities competing with products or services offered manner whatsoever. Without limiting the generality of the foregoing, Executive shall not, during the term of his employment by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectlyindirectly (whether for compensation or otherwise), alone or as owner, partner, joint venturer, shareholder, employee, broker, an agent, principal, corporate partner, officer, employee, trustee, director, licensor shareholder or in any other capacity whatevercapacity, own, manage, operate, join, control or participate in the ownership, management, operation or control of or furnish any capital to or be connected in any manner with or provide any services as a consultant for any business which competes directly or indirectly with any of the businesses of the Company or any of its Subsidiaries as they may be conducted from time to time; provided, however, that nothing contained in this Agreement shall be deemed to preclude Executive from owning not more than one-half of one percent (0.5%) of the Employee may own securities capital stock of any corporation a publicly-traded entity which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at competition with any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwisebusinesses. (b) The Employee agrees Executive may engage in civic, educational and undertakes that during charitable activities. Executive shall be entitled, with the period approval of his or her employment the Board, to serve as a director of any corporation other than a corporation, which, in the good faith opinion of the Board, is in competition with the Company and for twelve months thereafter or a Subsidiary. Executive shall be entitled to receive compensation from any corporation with respect to which he serves as a director in accordance with this Section 6(b). Notwithstanding anything to the Employee will contrary set forth herein, Executive shall not (i) employ or retain be entitled to engage in any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during activities set forth in this Section 6(b) if such activities, in the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date good faith opinion of the EmployeeBoard, interfere or could reasonably be expected to interfere with Executive’s termination or during performance of his duties and activities under this Agreement. In such cases, the preceding twelve monthsBoard will express disapproval in writing to Executive, for the purpose within 3 weeks of offering services or products which compete being presented with the services or products supplied by the Companysuch request. (c) If any one Executive shall promptly disclose to the Company and shall use his best efforts to transfer to or more hold for the benefit of the terms contained Company but in this Section 8 shallno event shall divert or exploit for his own personal profit or that of any other person except the Company, any business opportunity or other opportunity to acquire an interest in or a contractual relationship with any person or entity where such person or entity is in the same line of business as the Company or a Subsidiary or where such contractual relationship would be considered a feasible and advantageous opportunity for any reasonthe Company or a Subsidiary, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced when such interest is competitive to the extent compatible with applicable lawbusiness of the Company. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. The Executive further agrees with the Company to the following provisions, all of which Executive acknowledges and agrees are necessary to protect the Company’s legitimate business interests and are further designed to enforce Executive’s covenants to the Company under this Agreement including his promise not to use or disclose Confidential Information. The Executive covenants and agrees with the Company that: (ai) The Employee agrees and undertakes thatExecutive shall not, for as long as the Employee is employed by during his employment with the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested ina period of eighteen (18) months thereafter, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwisein any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any way, with the Company’s Business (as defined at the start of this Agreement), other than the ownership of 5% or less of the shares of a public company where Executive is not active in the day-to-day management of the Company. With respect to the post employment application of this Section 5(d)(i), the restrictions shall extend only to those specific geographic areas where the Company conducts business at that time. (bii) The Employee agrees and undertakes that Executive shall not, during the period of his or her employment with the Company and for twelve a period of eighteen (18) months thereafter thereafter, either directly or indirectly, (A) solicit, call on or contact any Customer of the Employee will not (i) employ Company for the purpose or retain with the effect of offering any person employed products or retained services of any kind offered by the Company at that time or its affiliates on during his employment with the date Company, (B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the Employeeforegoing clauses (A) through (B). (iii) During his employment with the Company, the Executive shall not own, or permit ownership by the Executive’s termination spouse or during any minor children under the preceding twelve monthsparental control of the Executive, directly or indirectly, including personally an amount in excess of five percent (5%) of the outstanding shares of stock of a corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a business that competes, in any business in which he or she is an officerway, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes thatFor a period equal to the longer of the term of this Agreement or two years after the Closing Date of the Acquisition, for as long as without the Employee is employed by written consent of the Company and for the Non Compete Period thereafter - the Employer, Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, either directly or indirectly, indirectly engage (whether for his own account or as owner, a partner, joint venturer, shareholder, employee, brokerconsultant, agent, principalcontractor, corporate officer, director, licensor director or shareholder or otherwise) in any other capacity whatever; business within the United States which delivers marketing, distribution, administrative, or cost containment services on behalf of health care payors, primarily to the small business marketplace, provided, however, that the foregoing shall not be deemed to prohibit Employee may own from purchasing and owning securities of any corporation a company traded on a national securities exchange or on the Nasdaq National Market with which is engaged in Employee has no relationship so long as such business and is publicly owned and traded, but in an amount ownership does not to exceed at any one time one percent 2% of any class of the outstanding stock or securities of such company. For purposes of the foregoing, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant small business marketplace shall be deemed to be the market for those businesses which employ 24 or otherwise.fewer employees; or (b) The Employee agrees and undertakes that during the For a period of his or her three years after termination of Employee's employment with the Company and for twelve months thereafter the any reason Employee will not not: (i) employ solicit, contact or retain encourage (i) any person employed or retained by the Company or its affiliates on the date who is an employee of the Employee’s termination Employer or during of any division or subsidiary of the preceding twelve months, directly Employer or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicitany supplier, canvass vendor, agent or approach consultant to the Employer, to terminate its, his, or endeavor her relationship with the Employer; (ii) make any derogatory, defamatory or negative statement about the Employer or HPSC or any of their officers, directors, or employees to solicitthe press, canvass to any part of the investment community, to the public, or approach to any person connected with, employed by or entity who was having a relationship to the Employer, provided with services by that nothing contained herein shall be deemed to prohibit full and fran▇ ▇▇▇cussions of the Company Employer, HPSC and its subsidiaries and its affairs in any Board of Directors meeting of the Employer or its affiliates on parent corporation and, during such period as Employee may be a stockholder of HPSC, at any stockholders' meeting thereof; (iii) wilfully interfere with or disrupt the date Employer's operations; or (iv) assist, advise or provide information or support, whether financial or otherwise, to any person in connection with any proxy contest, action by written consent or vote of the Employee’s termination Employer or during the preceding twelve monthsHPSC, for the purpose of offering services which is to elect a director or products which compete with the services or products supplied slate of directors who were not nominated by the Companythen sitting Board of Directors of the Employer or HPSC, provided, however, that nothing contained herein shall require the Employee to vote any shares held by him in any particular manner. (c) If any one or more For a period of the terms contained in this Section 8 shall, three years after termination of Employee's employment for any reasonreason other than Cause, be held to be excessively broad with regard to timeEmployer and its directors, geographic scope chief executive, financial and operating officers shall refrain from making any negative, derogatory or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawdefamatory statement about Employee. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. During the Term and during the twelve-month period follow­ing the termination of the Executive’s employment hereunder for any reason whatsoever: (ai) The Employee agrees and undertakes thatthe Executive will not directly or indirectly (as a director, for as long as officer, employee, manager, consultant, indepen­dent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (i) any business or organization which engages in competition with the Employee Company or any of its affiliates in any geographical area where any business is employed presently carried on by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed byor any of its affiliates, or have any business connection with, (ii) any business or venture that is engaged organization which engages in competition with the Company or any of its affiliates in any activities competing with products or services offered geographical area where any business shall be hereafter, during the period of the Executive’s employment by the Company, carried on by the Company or any of its affiliates, if such business is then being carried on by the Company or any of its affiliates in such geographical area; (ii) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Company or any of its affiliates; and (iii) the Executive will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcon­tractor or other person or firm which rendered manufacturing or other services, or sold any products, to the Company or any of its affiliates if such action by him would have a material adverse effect on the business, assets or financial condition of the Company or any of its affiliates. For purposes of this Section 6(b), a person or entity (including, without limitation, the Executive) shall be deemed to be a competitor of the Company or any of its affiliates, or a person or entity (including, without limitation, the Executive) shall be deemed to be engaging in competition with the Company or any of its affiliates, only if such person or entity in any way conducts, operates, carries out or engages in (i) the design, creation, manufacture, assembly, integration, installation, service, or maintenance of document imaging, payments processing, workflow or archiving systems, software, components or supplies, (ii) on-site computer or network equipment repair and maintenance services (or any other services which compete with the business of the Company’s Computer and Network Services division or any successor thereto), or (iii) such other business or businesses as the Company may conduct during the Term in such geographical area or areas as such business or businesses are conducted by the Company. In connection with the foregoing provisions of this Section 6(b), the Executive represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Executive further agrees that the limitations set forth in this Section 6(b) (including, without limitation, any activities involving video content advertisementtime or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Executive in this Section 6(b) shall survive the termination of the Term and the expiration or termination of this Agreement. For purposes of this Section 6(b), web advertisementsproprietary interest in a business is ownership, video data mining whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of such business. The Executive shall be deemed to acquire a proprietary interest in a business or to be made an officer or director of such business if Executive shall have entered into a definitive agreement or letter of intent with respect thereto. The Executive acknowledges and video recommendation systemsagrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6(b) would be inadequate and, directly or indirectlytherefore, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or agrees that the Company and any of its affiliates shall be entitled to injunctive relief in addition to any other capacity whateveravailable rights and remedies in cases of any such breach or threatened breach; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long nothing contained herein shall be construed as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by prohibiting the Company or any of its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in from pursuing any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, other rights and remedies available for any reason, be held to be excessively broad with regard to time, geographic scope such breach or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawthreatened breach. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. Notwithstanding any earlier termination, during the --------------- period of employment and for one (1) year thereafter: (a) The Employee agrees and undertakes thatshall not, for as long as the Employee is employed by anywhere in North America or in any other place or venue where the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested inor any affiliate, be employed bysubsidiary or division thereof now conducts or operates, or have any may conduct or operate its business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsfuture, directly or indirectly, individually or as ownera member of any partnership or joint venture, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate or as an officer, director, licensor stockholder, employee or agent of any other person, firm, corporation, business organization or other entity, participate in, engage in, solicit or have any financial or other interest in any activity or any business or other enterprise in the field of marketing, distribution, sale, production, research or development of Internet related access services or any services or products primarily using the Internet as a means of delivery, or in any other capacity whatever; providedfield which is or may be reasonably expected to become competitive with the current or contemplated business of the Company or any affiliate, howeversubsidiary or division thereof (unless the Board of Directors shall have authorized such activity and the Company shall have consented thereto in writing), that the Employee may own securities as an individual or as a member of any corporation which is engaged in such business and is publicly owned and tradedpartnership or joint venture, but in or as an amount not to exceed at any one time one percent officer, director, stockholder, investor, employee or agent of any class of stock other person, firm, corporation, business organization or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.other entity; and (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not shall not: (i) solicit or induce any employee of the Company to terminate his employment or otherwise leave the Company's employ or retain hire any person employed or retained by such employee (unless the Board of Directors shall have authorized such employment and the Company shall have consented thereto in writing); or its affiliates on the date (ii) contact, service or solicit any clients, customers, vendors, suppliers or other accounts of the Employee’s termination Company, either as an individual or during the preceding twelve monthsas a member of any partnership or joint venture, directly or indirectly, including personally or in any business in which he or she is as an officer, director director, stockholder, investor, employee or shareholder; (ii) solicitagent of any other person, canvass firm, corporation, business organization or approach other entity with respect to any business, matter, service or endeavor product related to solicitsimilar, canvass comparable to or approach any person or entity who was otherwise competitive with that which is provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes thatDuring the term of this Agreement and, other than with respect to clause (i) below, for as long as one year thereafter (the Employee is employed by the Company and for the Non Compete Period thereafter - "Restricted Period"), the Employee shall not become financially interested innot, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by without the written consent of the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as owneran officer, employee, director, stockholder, partner, joint venturerpromoter, shareholderagent of, consultant for or otherwise, any business which is conducted in any of the jurisdictions in which the Company's business is conducted and which is competitive with the business conducted by the Company; provided, that this Section 8(a)(i) shall not prohibit the Employee from purchasing or owning up to one percent (1%) of the outstanding capital stock of a company which is listed or authorized for trading on any national securities exchange, Nasdaq or the OTC Electronic Bulletin Board or is a company with a class of securities registered under Section 12 of the Securities Act of 1934, as amended; (ii) for the Employee's own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) contact, telephone, meet, solicit or transact any business with any material customer, account or supplier of the Company who or which transacts or has transacted business with the Company at any time during the term of this Agreement, in each case other than any person or entity with whom Employee has a pre-existing relationship and which was introduced to the Company by Employee; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of the Employee or any other person or entity, the services, retention or employment of any person who has been an employee, broker, agent, principal, corporate officerpartner, directorstockholder, licensor sales representative, trainee, consultant to or in any other capacity whatever; provided, however, that agent of the Employee may own securities Company within one year of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities the date of such companyoffer or solicitation, so long as he/she in each case other than any person or entity with whom Employee has no active role in a pre-existing relationship and which was introduced to the publicly owned and traded company as director, employee, consultant or otherwiseCompany by Employee. (b) The Employee agrees and undertakes that during the period of his or her employment with Nothing herein contained shall be construed as prohibiting the Company and from pursuing any other remedies available to it for twelve months thereafter such violation, including but not limited to any injunctive or other equitable relief or the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date recovery of damages from the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If The Employee acknowledges that the covenants contained in this Section 8 are fair and reasonable in order to protect the Company's business and were a material and necessary inducement for the Company to agree to the terms of this Agreement. The Employee further acknowledges that any remedy at law for any breach or threatened or attempted breach of the covenants contained in this Section 8 may be inadequate and that the violation of any of the covenants contained in this Section 8 will cause irreparable and continuing damage to the Company. Accordingly, the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder, including without limitation an order restraining any further violation of such covenants, or any other relief a court might award, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security, and that such injunctive relief shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. The covenants in this Section 8 shall run in favor of the Company and its successors and assigns. (d) In case any one or more of the terms or provisions contained in this Section 8 shall, shall for any reasonreason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Section 8. In addition, if any one or more of the restrictions contained in this Section 8 shall for any reason be held to be excessively broad unreasonable with regard to time, duration, geographic scope or activity, the term parties contemplate and hereby agree that such restriction shall be construed in a manner to enable it to modified and shall be enforced to the full extent compatible with applicable law. (d) . The Employee declares that he or she is aware parties hereto intend that the Total Salary includes special consideration paid covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the Employee separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the Employee’s undertakings set out in purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (e) The provisions of this Section 8 shall survive the termination of this Employment Agreement. (f) Notwithstanding the foregoing provisions of this Section 8, if the employment of Employee is terminated other than "for cause" as defined in Section 9(a) of the Agreement, or if the Employee resigns for "Good Reason" pursuant to the provisions of Section 10 hereof, or if the Company materially breaches the provisions of Section 3(a) or Section 3(b) of this Agreement, Employee shall not be subject to any of the restrictive covenants set forth in Section 8(a)(ii) and 8(a) (iii) for any period after termination of this Agreement.

Non-Competition. Executive further agrees with the Company to the following provisions, all of which Executive acknowledges and agrees are necessary to protect the Company’s legitimate business interests. Executive covenants and agrees with the Company that: (ai) The Employee agrees and undertakes thatUnless otherwise agreed between the parties, for as long as the Employee is employed by Executive shall not, during his employment with the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested ina period of eighteen (18) months thereafter, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.in any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any way, with the Company Business (as defined at the start of this Agreement), other than the ownership of 5% or less of the shares of a public company where Executive is not active in the day-to-day management of such company. With respect to the post employment application of this Section 5(d)(i), the restrictions shall extend only to those specific countries or provinces where the Company conducts business on the day that Executive’s employment with the Company terminates. Executive: _____ Company: _____ (bii) The Employee agrees and undertakes that Executive shall not, during the period of his or her employment with the Company and for twelve a period of eighteen (18) months thereafter thereafter, either directly or indirectly, (A) solicit, call on or contact any Customer of the Employee will not (i) employ Company with whom Executive has had material contact during his employment with the Company for the purpose or retain with the effect of offering any person employed products or retained services of any kind offered by the Company at that time or its affiliates on during his employment with the date Company, (B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the Employeeforegoing clauses (A) through (B). (iii) During his employment with the Company, Executive shall not own, or permit ownership by Executive’s termination spouse or during any minor children under the preceding twelve monthsparental control of Executive, directly or indirectly, including personally an amount in excess of five percent (5%) of the outstanding shares of stock of a corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a business that competes, in any business in which he or she is an officerway, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee Executive agrees and undertakes that, for as long as the Employee is employed that during his employment by the Company (which shall be deemed to include the period in which Executive is receiving any severance payments set forth in Section 9(g) hereto), and for a period of one (1) year and after the Non Compete Period thereafter - later of (i) the Employee shall not become financially interested in, be employed byfinal severance payment, or have any business connection with(ii) termination of Executive's employment hereunder, any business or venture that is engaged in any activities competing with products or services offered by as the Companycase may be (the “Non-Competitive Period"), including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsExecutive shall not, directly or indirectly, as owner, partner, joint venturer, shareholderstockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor licensor, or in any other capacity whateverwhatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization, or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company or any of its subsidiaries, in any geographic area where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that the Employee Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded, traded but in an amount not to exceed at any one anyone time one percent (1 %) of any class of stock or securities of such companycorporation; provided, so long as he/she further, the foregoing provisions shall not restrict Executive from employment with an investment bank, leveraged buy-out firm, venture capital firm, or similar entity. In addition, Executive shall not, directly or indirectly, during the Non-Competitive Period, request or cause contracting parties, suppliers, or customers with whom the Company or any of its subsidiaries has no active role in a business relationship to cancel or terminate any such business relationship with the publicly owned and traded company as directorCompany or any of its subsidiaries or solicit, interfere with, or entice from the Company any employee (or former employee, consultant or otherwise) of the Company. (b) The Employee agrees and undertakes that during Notwithstanding any provisions in this Section 11 hereto, if Executive is terminated for any reason without ''justifiable cause" the Non-Competitive Period shall be a period of his or her employment with six months after the Company and for twelve months thereafter the Employee will not later of (i) employ the final severance payment or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date termination of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the CompanyExecutive's Employment. (c) If any one or more portion of the terms contained restrictions set forth in this Section 8 shall11 should, for any reasonreason whatsoever, be held to be excessively broad with regard to time, geographic scope or activitydeclared invalid by a court of competent jurisdiction, the term validity or enforceability of the remainder of such restrictions shall not thereby be construed in a manner to enable it to be enforced to the extent compatible with applicable lawadversely affected. (d) The Employee declares that he or she is aware Executive acknowledges that the Total Salary includes special consideration paid to Company conducts business on a worldwide basis, that its sales and marketing prospects are for continued expansion into world markets and that; therefore, the Employee for the Employee’s undertakings territorial and time limitations set out forth in this Section 811 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court deems reasonable.

Non-Competition. You agree that during the Initial Term and any Renewal Term and (ax) The Employee agrees and undertakes thatfor a period of two years after the termination for any reason of your employment, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee you shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsnot, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (ia) employ or retain retain, or induce or cause any other person or entity to employ or retain, any person who is, or who at any time in the twelve-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or affiliates; or (b) provide services, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, to any Competing Business (as defined below); provided, however, that you may provide services to a Competing Business (other than ▇▇▇▇▇▇.▇▇▇, Inc. and its subsidiaries and affiliates on and their respective successors (collectively, “Amazon”)) that is engaged in one or more businesses other than the date of Business Area (as defined below) but only to the Employee’s termination or during the preceding twelve monthsextent that you do not provide services, directly or indirectly, including personally to the segment of such Competing Business that is engaged in the Business Area. For purposes of this Agreement, the term “Competing Business” shall mean (i) Amazon or in any business in which he or she is an officer, director or shareholder; (ii) solicitany person, canvass corporation or approach other entity engaged in the Business Area. For purposes of this Agreement, the term “Business Area” shall mean the sale, distribution or endeavor attempted sale or distribution of books, textbooks, periodicals, newspapers, digital or audio versions of any of the foregoing or e-reading devices and related software, and which, for the avoidance of doubt, does not include multi-channel distribution of video content via cable, satellite or internet. Notwithstanding the foregoing, (i) the restrictions of this Section 4.1 shall not apply to solicitthe placement of general advertisements or the use of general search firm services with respect to a particular geographic area, canvass but which are not targeted, directly or approach any person or entity who was provided with services by indirectly, towards employees of the Company or any of its affiliates on the date subsidiaries, and (ii) your continuing to serve as a director of the Employee’s termination or during the preceding twelve monthsthose entities for which you are permitted to serve as a director pursuant to Section 1 shall not be deemed, for the purpose in and of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more itself, a violation of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.4.1

Non-Competition. During the period commencing on the date hereof and ending on December 31, 2000 (a) The Employee the "Restricted Period"), the Executive agrees and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsto, directly or indirectly, alone or as owner, a partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor employee, consultant, agent, independent contractor, member or stockholder of any company or Person, engage in any other capacity whateverbusiness activity, including but not limited to any business activity related to selling cellular or wireless communication services or products, in any metropolitan area or proposed metropolitan area in which the Corporation or its affiliates is doing or will do business within six (6) months from the date of termination of this agreement (the "Restricted Area"), which is directly or indirectly in competition with the products or services being developed, manufactured, marketed, sold or otherwise provided by the Corporation or its affiliates or which is directly or indirectly detrimental to the business of the Corporation or its affiliates; provided, however, that the Employee may own securities record or beneficial ownership by the Executive of five percent (5%) or less of the outstanding publicly traded capital stock of any corporation which is engaged such company or Person for investment purposes shall not be deemed to be in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent violation of any class of stock or securities of such company, this section so long as he/she has no active role in the publicly owned and traded company as Executive is not an officer, director, employeeemployee or consultant of such company or Person. The Executive further agrees that, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his Restricted Period, the Executive shall not in any capacity, either separately, jointly or her employment in association with the Company and for twelve months thereafter the Employee will not (i) others, directly or indirectly employ or retain seek to employ any person Person or agent who is then employed or retained by the Company Corporation or its affiliates on (or who was so employed or retained at any time within the six month period prior to the date of the Employee’s termination Executive employs or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholderseeks to employ such person); and (iic) solicit, canvass induce, or approach influence any proprietor, partner, stockholder, lender, director, joint venturer, investor, lessor, supplier, customer or endeavor to solicitany other Person which has a business relationship with the Corporation or any of its affiliates, canvass or approach at any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or time during the preceding twelve monthsRestricted Period, for to discontinue or reduce or modify the purpose extent of offering services or products which compete such relationship with the services or products supplied by the CompanyCorporation. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. During the Employment Period and for the longer of (ai) The one year following the date of termination of employment hereunder or (ii) the period in which Employee receives severance under the provisions of Section 7(c) (collectively, the "Covered Period"), the Employee agrees and undertakes thatnot to engage in any Competitive Activity anywhere in the United States or any foreign territory where the Company is then conducting business on behalf of any party other than the Company. As used herein, for as long as the Employee is employed term "Competitive Activity" shall mean the following: (i) any primary line of business engaged in by the Company and for or any of its subsidiaries during the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Companyone-year period prior to termination of Employee's employment, including, without limitation, providing high-speed Internet access, voice and data services (and related business consulting) to businesses (a "Competitive Business"); (ii) serving as an officer, director, employee, consultant, advisor, agent or representative of any activities involving video content advertisementperson, web advertisementscorporation, video data mining and video recommendation systemspartnership, limited liability company, sole proprietorship, association or other business enterprise engaged in a Competitive Business (each a "Competitive Enterprise"); (iii) owning or acquiring, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or any interest in any other capacity whateverCompetitive Enterprise; (iv) soliciting any employee of the Company or any of the Company's subsidiaries to leave the employ of the Company or such subsidiary or hiring any of the foregoing persons; provided, however, that by way of clarification, the Employee may own securities shall not be deemed in breach of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role this clause (iv) in the publicly owned and traded company event he or his new employer launches a general job search (through advertisement, job posting, or recruiter) that does not exclusively target the Company's employees; or (v) soliciting or inducing, explicitly or implicitly, any Client (as directordefined below) to withdraw, employee, consultant curtail or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment cancel its business relationships with the Company and for twelve months thereafter or any subsidiary thereof, provided, however, the Employee will shall not be deemed in breach of this clause (iv) employ as a result of mass advertising or retain any person employed or retained mass marketing campaigns aimed at prospects on customer lists obtained by the Company Employee or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by his new employer from sources other than the Company. (c) If any one or more , and not in violation of this Agreement, and which do not expressly target the terms Company's Clients in particular. The Company acknowledges and agrees that nothing contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner interpreted to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he prohibit or she is aware that the Total Salary includes special consideration paid to the Employee for preclude the Employee’s undertakings set out , (x) in this Section 8connection with the fulfillment of his duties and responsibilities hereunder, from terminating the services of any employee, agent or other representative of the Company (or any subsidiary thereof) at the Board of Directors' request or in the ordinary course of business, or (y) from owning less than five percent (5%) of the capital stock or other equity interests of any publicly-traded company listed on a major securities exchange or securities market (e.g., NASDAQ).

Non-Competition. (a) The Employee Consultant hereby agrees and undertakes thatthat for a period of three years from the date of this Agreement, for as long as the Employee is employed by Consultant will not (i) engage directly or indirectly in the banking or financial services business other than on behalf of the Company and for or its affiliates within the Non Compete Period thereafter - the Employee shall not become financially interested inMarket Area (as hereinafter defined), (ii) directly or indirectly own, manage, operate, control, be employed by, or have any business connection withprovide management, any business consulting or venture that is engaged advisory service in any activities competing with products capacity to any firm, corporation or other entity (other than the Company or its affiliates) engaged directly or indirectly in the banking or financial services offered business in the Market Area, or (iii) directly or indirectly solicit or otherwise intentionally cause any employee, officer or member of the respective Board of Directors of the Company or any of its affiliates to engage in any action prohibited under (i) or (ii) of this Section 4(a); provided that the ownership by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, Consultant as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that an investor of not more than five percent of the Employee may own securities outstanding shares of stock of any corporation which whose stock is engaged in such business and listed for trading on any securities exchange or is publicly owned and tradedquoted on the automated quotation system of the National Association of Securities Dealers, but in an amount not to exceed at any one time one percent Inc., or the shares of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded investment company as directordefined in Section 3 of the Investment Company Act of 1940, employeeas amended, consultant or otherwiseshall not in itself constitute a violation of the Consultant's obligations under this Section 4(a). (b) The Employee Consultant acknowledges and agrees that irreparable injury will result to the Company in the event of a breach of any of the provisions of this Section 4 (the "Designated Provisions") and undertakes that during the period Company will have no adequate remedy at law with respect thereto. Accordingly, in the event of his a breach of any Designated Provision, and in addition to any other legal or her employment equitable remedy the Company may have, the Company shall be entitled to the entry of a preliminary and permanent injunction to restrain the violation or breach thereof by the Consultant or any affiliates, agents or any other persons acting for or with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or Consultant in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companycapacity whatsoever. (c) If any one or more It is the desire and intent of the terms contained in parties that the provisions of this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term 4 shall be construed in a manner to enable it to be enforced to the fullest extent compatible permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 4 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of this Section 4 shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company, to the fullest extent permitted by applicable law, the benefits intended by this Section 4. (d) The Employee declares that he As used herein, "Market Area" shall consist of each of (i) the counties in the Commonwealth of Pennsylvania in which the Company or she is aware that any of its affiliates has a deposit-taking or lending office, and (ii) if the Total Salary includes special consideration paid Consultant would have any management or executive responsibilities or would have the title of Vice President or higher, the counties in the Commonwealth of Pennsylvania which are immediately adjacent to the Employee for the Employee’s undertakings set out in this Section 8counties covered by clause (i).

Non-Competition. During the Restricted Period (a) The Employee agrees and undertakes thatas defined below), Executive shall not, directly or indirectly, alone or with others, for Executive or for another Person (as long defined below) (except on behalf of any Company Group member), conduct any activity in which Executive contributes Executive’s knowledge relating to the Business (as the Employee defined below), perform services or provide assistance, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity, for or on behalf of any Person that operates or is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested engaged in, be employed by, or have anywhere any business connection with, any Company Group member conducts 10|| business or venture that is engaged in any activities competing with products contemplates conducting business as of the termination or services offered by the Company, expiration of this Agreement (including, without limitation, any activities involving video content advertisementstate where a Company Group member offers or markets or contemplates offering or marketing its products or services), web advertisementsany aspect of the Business that is not incidental or immaterial to such Person’s business or any business that competes with the Business as conducted or contemplated to be conducted by any Company Group member as of the Termination Date. Notwithstanding the foregoing, video data mining and video recommendation systemsnothing in this Section 8(d) shall limit Executive from (i) owning, directly or indirectly, solely as owneran investment, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation entity traded on any national securities exchange if neither Executive nor any of Executive’s Affiliates is a controlling Person of, or a member of a group which is engaged in controls, such business entity and is publicly owned and traded, but in an amount not to exceed at neither Executive nor any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the EmployeeExecutive’s termination or during the preceding twelve monthsAffiliates collectively owns, directly or indirectly, including personally five percent (5%) or in more of any business in which he class of securities of such entity; or she is an officer, director or shareholder; (ii) solicitduring the portion of the Restricted Period arising after the termination of Executive’s relationship with all Company Group members, canvass being employed at or approach with any investment bank, broker dealer or endeavor other financial institution and in such capacity raising money, providing investment advice or generally engaging in financing and advisory activities for and on behalf of real estate or other companies, provided that none of the foregoing activities relates to solicitor is performed with, canvass at or approach on behalf of any person or entity who was provided with services by engaging in the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the CompanyBusiness. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. During the term of the Grantee’s employment with the Company or any of its Affiliates and for a period of two (a2) The Employee agrees years thereafter (the “Non-Compete Period”), the Grantee shall not (without the prior written consent of the Company), directly or indirectly, (i) engage in any Competitive Business, (ii) render any services to any Competitive Business in a manner that enhances the capacity of such Competitive Business to engage in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates, or (iii) acquire a financial interest in any Competitive Business. For purposes of this Section 7(b): (A) the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer of or otherwise, and undertakes thatshall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise (provided that licensers of technology shall only be covered if the Grantee is personally working on technology for as a Competitive Business and such technology is not technology that is generally available to a broad group of customers), and (B) the term “Competitive Business” shall mean a business that engages in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates during the three-year period ending on the date of the Grantee’s termination of employment. Notwithstanding the foregoing, nothing herein shall prohibit the Grantee from being a passive owner of not more than 2% of the outstanding equity securities of any class of a corporation or other entity that is publicly traded, or not more than 2% of any non-voting equity securities or debt securities of any corporation or other entity, so long as the Employee is employed by Grantee has no active participation in the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, business of such corporation or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, other entity (including, without limitation, serving as a member of the board of directors or as a consultant). The obligations of the Grantee under this Section 7(b) shall apply to (x) any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly geographic area or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor territory in which the Company or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which its Affiliates is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent as of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period date of his or her employment with termination of employment, and (y) any prospective geographic area or territory that within the Company and for twelve six months thereafter preceding the Employee will not (i) employ or retain any person employed or retained date of termination of the Grantee's employment, has been the subject of serious consideration by the Company or any of its affiliates on Affiliates as a business location and which the date of the Employee’s termination Grantee is or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companyhas been made aware of. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. By and in consideration of Merck-Medco's --------------- entering into this Agreement and the payments and benefits to be provided (ai) The by Merck-Medco hereunder and (ii) pursuant to the LLC Agreement, and further in consideration of the Employee's exposure to the proprietary information of Merck-Medco and MCV, the Employee agrees and undertakes that, for as long as that the Employee is employed by will not; (A) during the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested inEmployment Term, directly or indirectly, own, manage, operate, join, control, be employed by, or have participate in the ownership, management, operation or control of, or be connected in any business connection withmanner, including but not limited to, holding the position of shareholder (except as a holder of not more than one percent (1%) of the outstanding shares of a publicly-held corporation or as a passive investor holding not more than three percent (3%) of the equity interests in a venture capital fund), director, officer, consultant, independent contractor, employee, partner, or investor, with any business person, corporation, partnership or venture that is other entity engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsa business which is in competition, directly or indirectly, (1) with any business of MCV or any business in which MCV proposes or intends to engage or (2) any significant business (whether financially, strategically or otherwise significant) (each a "Significant Business") of any Portfolio Company or any Significant Business in which any Portfolio Company proposes or intends to engage, and (B) during the two-year period following the termination of the Employee's employment hereunder (the "Restriction Period"), directly or ------------------ indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner, including but not limited to, holding the position of shareholder (except as ownera holder of not more than one percent (1%) of the outstanding shares of a publicly-held corporation or as a passive investor holding not more than three percent (3%) of the equity interests in a venture capital fund), director, officer, consultant, independent contractor, employee, partner, joint ventureror investor, shareholderwith any person, employeecorporation, brokerpartnership or other entity that directly or indirectly manages, agent, principal, corporate officer, director, licensor owns in whole or in part, is a partner with or in, invests in or otherwise controls any other capacity whatever; provided, however, that the Employee may own securities of any corporation entity engaged in a business which is engaged in such business and is publicly owned and tradedcompetition, but in an amount not to exceed at any one time one percent of any class of stock directly or securities of such companyindirectly, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Significant Business of any Portfolio Company or its affiliates on any Significant Business in which any Portfolio Company proposes or intends, as of the date of termination of employment, to engage, or (ii) any business of any entity which, as of the date of the Employee’s 's termination of employment, MCV or during any Portfolio Company is considering as a potential Portfolio Company or acquisition, and which within six months following such termination date, becomes a Portfolio Company or is acquired by a Portfolio Company. For purposes of this Section 7.3, the preceding twelve monthsterm "Portfolio Company" shall not include any entity from and after the date it shall have ceased to be a Portfolio Company as defined in the LLC Agreement or, if later, the date on which Merck-Medco and its Affiliates and Associates shall cease to beneficially own, directly or indirectly, including personally or any equity interest in any business in which he or she is an officersuch entity. Following termination of the employee's employment, director or shareholder; (ii) solicitupon request, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date Employee shall notify Merck-Medco of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company's then current employment status. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as In consideration of the salary paid to the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period term of his or her employment with the Company and for twelve months thereafter a period of two years following the termination of his employment with the Company for any reason whatsoever: (a) the Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities if such contact might harm the business relationship between the Company and such persons and/or entities; (ib) employ unless expressly consented to by the Company in writing, the Employee will not assume employment with, or retain provide services as a director or otherwise for or to, any person employed entity concerned with or retained interested in any business carried on by the Company or its affiliates on any entity that competes with any such business (a “Competing Business”), or otherwise engage in, whether as principal, partner, licensor or otherwise, any Competing Business; and (c) unless expressly consented to by the date of Company in writing, the Employee’s termination or during the preceding twelve months, Employee will not seek directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as of or its affiliates on after the date of the Employee’s termination such termination, or at any time during the year preceding twelve monthssuch termination.” 4. The terms and provisions of the Agreement, for the purpose of offering services or products which compete with the services or products supplied by the Companyas amended hereby, shall remain in full force and effect. (c) If any 5. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one or more and the same instrument. 6. This Amendment is governed by, and construed in accordance with, the laws of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawState of Delaware. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Company and the Employee agree that the services rendered by the Employee hereunder are unique and irreplaceable. The Employee hereby agrees and undertakes that, for as long as during the Employee is employed by the Company Term of Employment and for the Non Compete Period thereafter - a period of one (1) year thereafter, the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged (i) in any activities competing with products geographical area in the United States or services offered by in those foreign countries where the Company, includingduring the Term of Employment, without limitationconducts or proposes to conduct business or initiates activities, engage or participate in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any activities involving video content advertisementother manner or capacity), web advertisementsor lend his name (or any part or variant thereof) to any business which is, video data mining or as a result of the Employee's engagement or participation would become, competitive with any aspect of the business of the Company, such business being the commercialization of the measurement, prevention therapy or reversal of glucose-mediated non-enzymatic cross-linking of macro- molecules, and video recommendation systemssuch other specific technologies in which the Company has, during the Term of Employment, initiated significant plans to develop products, (ii) deal, directly or indirectly, as ownerin a competitive manner with any customers doing business with the Company during the Term of Employment (except in connection with the performance of the duties and obligations of the Employee during the Term of Employment), partner, joint venturer, shareholder, employee, broker, agent, principal, corporate (iii) solicit any officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period agent of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ to become an officer, director, employee, consultant or retain any person employed or retained by the Company or its affiliates on the date agent of the Employee’s termination , his respective affiliates or during the preceding twelve monthsanyone else, and (iv) engage in or participate in, directly or indirectly, including personally or in any business in which he conducted under any name that shall be the same as or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor similar to solicit, canvass or approach any person or entity who was provided with services by the name of the Company or its affiliates on any trade name used by it. Ownership, in the date aggregate, of less than 1% of the Employee’s termination or during the preceding twelve months, for the purpose outstanding shares of offering services or products which compete capital stock of any corporation with the services or products supplied by the Company. (c) If any one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a violation of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawforegoing provision. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. In consideration of the compensation to be paid to the Executive hereunder, the Executive agrees that: (ai) The Employee agrees during the period beginning on the Closing Date and undertakes thatending twelve (12) months following the Termination Date (the “Non-Competition Period”), for he shall not, whether individually or in his capacity as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested ina director, be employed byofficer, or have any business connection withmanager, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as ownermember, partner, joint venturer, shareholder, employee, brokerconsultant, agent, principal, corporate officer, director, licensor agent or representative of or to a person or entity engage directly or indirectly in any business engaged in the provision of the telecommunications services or other capacity whateverservices provided by the Company or any of their subsidiaries and downstream affiliates as of the Closing Date or at any time during the term of the Agreement in any state in which the Company or any of its subsidiaries and downstream affiliates provided such services to the extent such services in each such state accounted for greater than one percent (1%) of the Company’s revenues; provided, however, that ownership of less than one percent (1 %) of the Employee may own securities outstanding stock of any publicly-traded corporation which is engaged shall not be deemed to violate this subsection; and (ii) during the period starting on the Closing Date and ending on the second anniversary of the Termination Date, the Executive shall not (A) whether individually or in such business and is publicly owned and tradedhis capacity as a director, but in an amount not to exceed at any one time one percent of any class of stock or securities of such companyofficer, so long as he/she has no active role in the publicly owned and traded company as directormanager, member, partner, shareholder, employee, consultant consultant, agent or otherwise. (b) The Employee agrees and undertakes that representative of or to a person or entity, solicit or otherwise endeavor to entice away, any person or entity who, during the period term of his the Agreement and at any time during the six (6) months prior to the termination of the Executive’s services hereunder, is or her employment with the Company and for twelve months thereafter the Employee will not (i) employ was an officer, employee, sales agent, consultant, customer or retain any person employed or retained by supplier of the Company or its affiliates on the date of the Employee’s termination subsidiaries and affiliates, or during the preceding twelve months, (B) either directly or indirectly, including personally alone or in any business in which he conjunction with another party, interfere with or she is an officerharm, director or shareholder; attempt to interfere with or harm, the relationship of the Company or its subsidiaries and affiliates (iiincluding the termination of such relationship or causing the purchase of services from a competitor) solicit, canvass or approach or endeavor to solicit, canvass or approach with any person or entity who who, during the term of the Agreement, and at any time during the six (6) months prior to the termination of the Executive’s services hereunder, is or was provided with services by a current or prospective employee, sales agent, consultant, customer or supplier of the Company or its subsidiaries and affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete otherwise had a business relationship with the services Company or products supplied by its subsidiaries and affiliates other than the CompanyExecutive’s secretary/administrative assistant. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee Executive agrees and undertakes that, for as long as except in accordance with his duties under this Agreement on behalf of the Employee is employed by Company, he will not during the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Executive agrees that, during the Employment Period and, if the Executive's employment is terminated by the Company prior to October 6, 2007 for Cause or the Executive terminates his employment prior to October 6, 2007 without Good Reason, the Executive shall not, prior to October 6, 2007, (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or have any business connection withserve as director, consultant, agent or representative for, any business partnership, corporation, or venture that other entity which is engaged in any activities competing with the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive's employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive's employment at the Company; provided, however, that employment or service as a consultant, agent or representative shall not be subject to the foregoing limitation in this Section 14(b) to the extent that such employment or service would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (c) Executive further agrees that, during the Employment Period and, if the Executive's employment is terminated by the Company prior to October 6, 2007 for Cause or the Executive terminates his employment prior to October 6, 2007 without Good Reason, the Executive shall, until October 6, 2007, refrain from directly or indirectly soliciting or hiring the Company's collaborative partners, includingconsultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminates or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) The Executive further agrees that, during the Employment Period and, if the Executive's employment is terminated by the Company prior to October 6, 2007 for Cause or the Executive terminates his employment prior to October 6, 2007 without limitationGood Reason, any activities involving video content advertisementthe Executive shall not, web advertisementsprior to October 6, video data mining and video recommendation systems2007, directly or indirectly, as ownera sole proprietor, partnermember of a partnership or as a stockholder, joint venturerinvestor, shareholderofficer or director of a corporation, or as an employee, broker, agent, principal, corporate officer, director, licensor associate or in any other capacity whatever; provided, however, that the Employee may own securities consultant of any corporation which is engaged in person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business and is publicly owned and tradedfor, but in an amount not to exceed at (i) any one time one percent client of the Company or any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that its Subsidiaries who was a client during the period of his or her Executive's employment with the Company and for twelve months thereafter the Employee will not Company, (iii) employ any clients or retain any person employed or retained by prospective clients of the Company or any of its affiliates on the date of the Employee’s termination Subsidiaries who were solicited or during the preceding twelve monthsserviced, directly or indirectly, including personally by the Executive, in whole or in part, or (iii) any business in which he former client of the Company or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity of its Subsidiaries who was provided a client within one (1) year prior to the Executive's termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its affiliates on Subsidiaries at the date of the Employee’s termination such employment terminates or during the preceding twelve monthsthen being actively developed, for the purpose of offering services or products which compete with the services or products supplied bona fide intent to market same, by the CompanyCompany or any of its Subsidiaries. (ce) If The Executive hereby agrees that damages and any one other remedy available at law would be inadequate to redress or more remedy any loss or damage suffered by the Company upon any breach of the terms contained in of this Section 8 shall14 by the Executive, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, and the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware Executive therefore agrees that the Total Salary includes special consideration paid Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the Employee for the Employee’s undertakings set out in terms of this Section 814 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. (a) The Employee agrees and undertakes that, for as long as During the Employee is employed by the Company term of Consultant’s engagement with Employer and for the Non Compete Period thereafter - period of 12 months after the Employee shall not become financially interested intermination of Consultant’s engagement with Employer (the “Non-Competition Period”), be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, Consultant (whether directly or indirectly, as owner, partnerprincipal, joint ventureragent, shareholderstockholder, director, officer, manager, employee, brokerpartner, agentmember, principalparticipant, corporate officerconsultant, directoradvisor, licensor independent contractor, or in any other capacity whatevercapacity) shall not engage or become financially interested in any Competitive Business within the Restricted Territory. As used herein, the term “Competitive Business” shall mean any individual, including on Consultant’s own behalf, business, partnership, corporation, limited liability company, association, or other entity that sells or provides or attempts to sell or provide products or services that are the same, substantially similar to, or in competition with the products or services sold or provided by, contemplated by, or identified as a potential area of business by Employer, and with which Consultant had personal knowledge, contacts, or business dealings during his engagement, as of the date of the termination of this Agreement. For further clarification, Competitive Business shall include, but not necessarily be limited to, the following entities known to Employer to be a Competitive Business: Safety-Kleen/Clean Harbors, Waste Management, Republic Services, Rubicon, River Road, Rock Tenn, Liberty Tire Recycling, ▇▇▇▇▇ Tire Recycling, Darling International, ▇▇▇▇▇▇▇, Five Winds, Earth Shift and Pure Strategies. The term “Restricted Territory” shall mean any state or territory of the United States in which Employer’s Customers (defined below) are located, have operations in, or in which Employer has provided services or consummated sales to such Customers at any time during the Non-Competition Period. The term “engage in” shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, stockholder, director, officer, principal, member, agent, employee, consultant, or lender; provided, however, that the Employee may own securities ownership of any not more than three percent in the aggregate by Consultant of the stock of a publicly held corporation which is engaged shall not be included in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwiseterm. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. You agree that for a period of twenty-four (a24) The Employee agrees and undertakes thatmonths following the Termination Date (the “Non-Competition Period”), for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall you will not become financially interested inbe an owner, be employed byinvestor, shareholder, principal, joint venturer, partner, employee, contractor or consultant in or for, or have any business connection withotherwise perform services for, any business enterprise, association, company, joint venture, partnership or venture individual that is engaged in or about to become engaged in research on or development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of a Conflicting Product (each, a “Conflicting Organization”) in the United States or in any activities competing country in which Imation conducts business, except that (i) you may accept employment with products or services offered by the Companya Conflicting Organization whose business is diversified and which has separate and distinct divisions, includingprovided that prior to accepting such employment, without limitation, any activities involving video content advertisement, web advertisements, video data mining Imation shall receive separate written assurances satisfactory to Imation from such Conflicting Organization and video recommendation systemsyou that you will not render services, directly or indirectly, as ownerto any division or department that engages in, partneror otherwise in connection with, joint venturerthe development, shareholdermanufacture, employeemarketing, brokersale, agentmerchandising, principalleasing, corporate officer, director, licensor servicing or in any other capacity whatever; provided, however, that the Employee may own securities promotion of any corporation which is engaged in such business Conflicting Product and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicityou may serve as a director of a business entity engaged in the sale and distribution of consumer products if (A) the business entity’s sale or distribution of Conflicting Products is merely incidental to its primary business or (B) Imation exits the business of selling and distributing consumer products. “Conflicting Product” means any product, canvass process, system or approach or endeavor to solicit, canvass or approach service of any person or entity who was provided with services by organization other than Imation, in existence or under development, which is the Company same as or its affiliates on the date of the Employee’s termination similar to, or competes with, or has a usage allied to, a product, process, system or service that Imation researched, developed, manufactured, marketed, sold, merchandised, leased, serviced or promoted during the preceding twelve months, for the purpose last three years of offering services or products which compete your employment with the services or products supplied by the CompanyImation. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees Executive acknowledges and undertakes that, for as long as recognizes that the Employee is employed by highly competitive nature of the Company Company's business and for that the Non Compete Period thereafter - goodwill and patronage of the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by Company's customers constitute a substantial asset of the Company, includinghaving been acquired through considerable time, without limitationeffort and money. Accordingly, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee Executive agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter a period until the Employee will not (i) last to occur of 2 years after Executive leaves the Company's employ for any reason or retain any person employed or retained by the Company or its affiliates on 5 years from the date of this Agreement, he shall not, without the Employee’s termination or during written consent of the preceding twelve monthsCompany, directly or indirectly, including personally either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any business other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, company or other entity that operates walk-in convenience stores, nor will he solicit any other person to engage in any of the foregoing activities, in each case within the Metropolitan Statistical Areas ("MSAs") in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company has (or its affiliates on has pending plans to open or acquire within 6 months of the date of termination) active operations generating at least $1,000,000 a year in annual revenues as of the Employee’s termination of employment hereunder. Participation in the management of FSG or during the preceding twelve months, for the purpose of offering services or products which compete any business operation other than in connection with the services or products supplied management of a business operation which operates walk-in convenience stores shall not be deemed to be a breach of this Section 10(a). The foregoing provisions of this Section 10(a) shall not prohibit the ownership by the CompanyExecutive (as the result of open market purchase) of 5% or less of any class of capital stock of a Company which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. (cb) If any one or more of the terms covenants contained in this Section 8 shall10 or any part thereof, for any reason, be is held by a court of competent jurisdiction to be excessively broad with regard to time, geographic scope or activityunenforceable because of the duration of such provision, the term activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be construed in a manner to enable it limited or reduced to be enforced enforceable to the greatest extent compatible with permissible by applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee Each of the Members, other than RSI, JAH and RFIA on behalf of itself and its respective Affiliates, hereby severally warrants, covenants and agrees and undertakes that, for as long as the Employee is employed by with the Company and for each other Member that neither it nor its Affiliates will, during the Non Compete applicable Restrictive Covenant Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems(as defined below), directly or indirectly, as ownerwithout the prior written consent of the Company, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor engage in or be interested in any other capacity whatever; providedbusiness which business is competitive with the business of Combined Alliance or the Company (i.e., however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role executive office suite business) in the publicly owned and traded company as directorcountries where Combined Alliance has active operations, nor during such period shall it or its Affiliates retain or hire (on behalf of itself or any other person) any person who is or was an employee, consultant or agent of Combined Alliance (other than any such person whose duties do not include activities that are material to the management, administration or operations of such company's business) unless that person was in the employ of, or a consultant to or agent of, the Member or any of its Affiliates prior to being so for Combined Alliance). For the purposes of this Agreement, a party shall be deemed to be directly or indirectly interested in a business if such party is or shall be engaged or affiliated directly or indirectly with such business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, member, individual proprietor, lender, investor, consultant or otherwise. , unless such interest is limited solely to the passive investment or beneficial ownership of twenty percent (b20%) The Employee agrees and undertakes that during or less of the equity or debt of any company, as the case may be. For purposes of this Agreement, the "Restrictive Covenant Period" shall mean the period that commences on the date hereof and expires the earlier of his or her employment with the Company and for twelve months thereafter the Employee will not date that is: (i) employ one (1) year after the date that such Member no longer owns, or retain has any person employed beneficial interest in, any Units; or retained by the Company or its affiliates on (ii) the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the CompanyIPO. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees acknowledges that he will acquire specialized knowledge and undertakes thatexperience in the business of the Company and its Affiliates and that if his knowledge, for as long as experience, reputation or contacts are used by or on behalf of the Employee is employed to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of three (3) years thereafter, subject to the Non Compete Period thereafter - performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not become financially interested innot, be employed by, unless acting pursuant hereto or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsprior written consent of the Board, directly or indirectly, as ownerrender any services of a business, partnercommercial, joint ventureror professional nature to any Person, shareholderwhether for compensation or otherwise, employeewithin the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, broker, agent, principal, corporate officer, director, licensor or solicit for employment or in any other capacity whateverfashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the three-year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and for twelve months thereafter the Employee will "in conflict with" shall not (i) employ be deemed to apply to any Person whose activities do not involve similar lines of business now or retain any person employed or retained hereafter undertaken by the Company or its affiliates on any Affiliate. In the date event that the provisions of this Section should ever be adjudicated to exceed the Employee’s termination time, geographic, service or during the preceding twelve months, directly or indirectly, including personally or product limitations permitted by applicable law in any business jurisdiction, then such provisions shall be deemed reformed in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor such jurisdiction to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to maximum time, geographic scope geographic, service or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with product limitations permitted by applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. The Executive shall not, without the prior written consent of the Company during the term of this Agreement and, in respect of clauses (b) through (e) below, during the 12-month period immediately following the termination of this Agreement (the “Restricted Period”), within any part of the world (the “Prohibited Area”): (a) The Employee agrees undertake to perform on behalf of any other entity any service that would conflict with the performance of the Services under this Agreement; (b) directly or indirectly become hired by, engaged in, or financially interested in ten percent or more of, any entity that carries on the development or commercialization of ▇▇-▇, ▇▇-▇ and undertakes thatIL-13 cytokines, their mutants and fusions for as long the treatment of human diseases or other such business as the Employee Company is employed by involved during the term of the Executive’s employment (collectively the “Prohibited Businesses”), provided that if prior to the completion of the Restricted Period the Company and for ceases to hold any license or option to license intellectual property rights relating to any of the Non Compete Period thereafter - Prohibited Businesses, then “Prohibited Businesses” shall exclude the Employee shall not become financially interested in, be employed by, intellectual property in which the Company no longer holds an interest; (c) divert or have attempt to divert any business connection withof, partners or any business collaborators of, the Company or venture that is engaged in of any activities competing with products of its subsidiaries, to any other Prohibited Business, by direct or services offered by indirect inducement or otherwise; (d) directly or indirectly impair or seek to impair the reputation of the Company, includingnor any relationships that the Company has with its employees, without limitationpartners, any activities involving video content advertisementcollaborators, web advertisementssuppliers, video data mining and video recommendation systems, agents or other parties with which the Company does business or has contractual relations; or (e) directly or indirectly, as ownerin any way, partnersolicit, joint venturerhire or engage the services of any director, shareholder, employee, broker, agent, principal, corporate officer, directoremployee or consultant of the Company, licensor or in persuade or attempt to persuade any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not individual to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of terminate his or her employment relationship with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees By and undertakes that, for as long as in consideration of the Employee is employed Company's entering into this Agreement and providing the compensation and benefits to be provided by the Company to the Executive, and for further in consideration of the Non Compete Period thereafter - Executive's continued exposure to the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by confidential and proprietary information of the Company, Company (including, without limitation, the Trade Secrets), the Executive agrees that the Executive will not, from the Effective Date and until a period of one (1) year after the Termination Date, engage in any activities involving video content advertisement"Competitive Activity" as defined below. For purposes of this Agreement, web advertisements, video data mining and video recommendation systems, the term "Competitive Activity" shall mean engaging in any of the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirectlyindirectly through one or more intermediaries, either (x) controlling any Competitor or (y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5% of the particular class of interest outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a portion of the interests in such competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity); (C) employment by (including serving as an officer or partner of), providing consulting services to (including, without limitation, as owneran independent contractor), partneror managing or operating the business or affairs of, joint venturerany Competitor; or (D) participating in the ownership, shareholdermanagement, employee, broker, agent, principal, corporate officer, director, licensor operation or control of or being connected in any other capacity whatever; providedmanner with any Competitor. For purposes of this Agreement, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain term "Competitor" shall mean any person employed or retained by (other than the Company or its affiliates on any affiliate thereof) whose primary business activity is the date sale of telecommunications debit cards in the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, United States for the purpose provision of offering services or products which compete with the services or products supplied by the Companylong distance telephone services. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee Executive agrees and undertakes that, for as long as except in accordance with his duties under this Agreement on behalf of the Employee is employed by Company, he will not during the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any business connection withan interest, directly or indirectly in, any business or venture that enterprise which is engaged in any activities competing with the business of developing, licensing, or selling technology, products or services offered which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company, including, without limitation, Company or any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or of its Subsidiaries at the time in any other capacity whateverquestion; provided, however, that the Employee may own securities of any corporation which is engaged interests in publicly-traded entities that constitute less than a five percent (5%) interest in such business entities, and is publicly owned and traded, but in an amount do not to exceed at any one time one percent of any class of stock otherwise constitute control either directly or securities indirectly of such companyentities, so long as he/she has no active role in the publicly owned and traded company as directorwhich interests were acquired or are held for investment purposes, employee, consultant or otherwiseshall not be deemed to be a violation of this paragraph. (b) The Employee In addition, the Executive agrees and undertakes that during that, for a period of six (6) months after the period end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or her his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain which are directly competitive with any person employed technology, products, or retained services being actively developed by the Company or any of its affiliates on Subsidiaries, with the date bona fide intent to market same, as of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the EmployeeExecutive’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by employment at the Company. (c) If any one or more Executive further agrees, for twelve (12) months following the end of the terms contained Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, which event the term following shall be construed inapplicable), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in a manner to enable it to connection with activities that would not be enforced directly competitive with and/or adverse to the extent compatible Business of the Company or any of its Subsidiaries or with applicable lawand to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) The Employee declares Executive further agrees, while employed by the Company and for six (6) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that he will not, directly or she is aware indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, any partner of the Company or any of its Subsidiaries which was publicly disclosed during the Executive’s employment with the Company, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 17 by the Executive, and the Executive therefore agrees that the Total Salary includes special consideration paid Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the Employee for the Employee’s undertakings set out in terms of this Section 817 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. (a) The Employee agrees Executive acknowledges that because of her --------------- position she has had and undertakes that, for as long as the Employee is employed by will have access to extremely confidential information of the Company including trade secret, marketing plans, long term strategic plans, and other information which would cause the Company irreparable harm if it were available or her services were available after termination of her employment with the Company to a competitor of the Company. Therefore, during the period of the Executive's employment under this agreement (including the term of any leave of absence) and for a period after termination of employment equal to the Non Compete Period thereafter - greater of (x) six months and (y) the Employee number of months of severance for which the Executive shall be eligible (but not become financially interested inmore than twelve months), be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsExecutive shall not, directly or indirectly, engage or be interested in any business which engages in the United States, or in other geographic areas in which the Company or its subsidiaries have done business, in a business directly competitive with the business of the Company or any of its subsidiaries at such date or as ownermay be planned at such date. The Executive shall be deemed to be directly or indirectly interested in a business if she is engaged or interested in that business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, joint venturerindividual proprietor, shareholderlender, employeelicensor, broker, agent, principal, corporate officer, director, licensor consultant or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and tradedotherwise, but in an amount not if her interest is limited solely to exceed at any one time one percent ownership of 5% or less of the equity or debt securities of any class of stock a corporation whose shares are listed for trading on a national securities exchange or securities in the over-the-counter market. Nothing in this section shall prohibit the Executive from working for a company in a non-competing area although that Company may in another part of such company, its business compete with the business of the Company so long as he/she has no active role the Executive shall not be involved or assist in the publicly owned and traded company as director, employee, consultant or otherwise. competitive part of that business. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activityFor example, the term shall Executive may work for Conde Nast in non-competitive areas but may not be construed involved in a manner to enable it to be enforced to the extent compatible with applicable lawactivities of Wired Magazine. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.)

Non-Competition. (a) The Employee agrees From the date hereof until the termination of the Employment Period (subject to extention as set forth below, the “Non-Competition Period”), the Executive: (i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the holder of less than 5% of the stock of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and undertakes thatCanada with the Company or any of its affiliates; (ii) shall not solicit, directly or indirectly, any person who is a customer or supplier of the Company, any of its affiliates or Welsh, Carson, A▇▇▇▇▇▇▇ & S▇▇▇▇ X, L.P. or its affiliates (collectively, “W▇▇▇▇ ▇▇▇▇▇▇”) for the purpose of acquiring, marketing, leasing or selling storage containers, trailers or mobile offices (the “Company Business”); and (iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or W▇▇▇▇ ▇▇▇▇▇▇ to terminate his employment relationship in order to enter into any competitive employment. (b) Except as long required by law, the Executive shall not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, W▇▇▇▇ ▇▇▇▇▇▇ or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, W▇▇▇▇ ▇▇▇▇▇▇ or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than as a result of disclosure by the Employee Executive), is published in a newspaper, magazine or other periodical available to the general public or as W▇▇▇▇ ▇▇▇▇▇▇ may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or W▇▇▇▇ ▇▇▇▇▇▇ all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of the Company or W▇▇▇▇ ▇▇▇▇▇▇ or which were paid for by the Company other than the Executive’s counterparts of this Agreement and employment-related documents referred to herein. (c) The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the Company is actively engaged in the conduct of business during the Non-Competition Period. (e) It is the desire and intent of the parties that the provisions of Sections 4.1(a) and 4.1(b) shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or 4.1(b) shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of Sections 4.1(a) or 4.1(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company and for W▇▇▇▇ ▇▇▇▇▇▇, to the Non Compete fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.1(b). (f) The covenants contained in Section 4.1(b) shall survive the conclusion of the Executive’s employment by the Company and/or his service as an officer of the Company. (g) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then-current stockholder of the Company, a subsequent Non-Competition Period thereafter - shall begin on the Employee effective date of any such sale or transfer and expire on the first anniversary of such effective date; provided, however, that such subsequent Non-Competition Periods shall not become financially interested inextend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the “Non-Competition Period” shall be deemed to include such subsequent Non-Competition Period. (h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be employed byautomatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved. (i) The Executive acknowledges and agrees that the covenants, obligations and agreements of the Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or have from rendering any business connection withservices to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any business or venture that is engaged arrangement in any activities competing competition with products or services offered by the Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting the Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining the recovery of damages from Executive. (j) The Executive acknowledges and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, agrees that the Employee may own securities of any corporation which is engaged in such business he has and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active will have a prominent role in the publicly owned management, and traded company as directorthe development of the goodwill, employeeof the Company and its affiliates and has and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States and the rest of the world, consultant or otherwise. if any, all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (bi) The Employee agrees the Executive has obtained confidential and undertakes proprietary information and trade secrets concerning the business and operations of the Company and its affiliates in the United States and the rest of the world that during the period of his or her employment could be used to compete unfairly with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsaffiliates, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor the covenants and restrictions contained herein are intended to solicit, canvass or approach any person or entity who was provided with services by protect the legitimate interests of the Company or and its affiliates on in their respective goodwill, trade secrets and other confidential and proprietary information and (iii) the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied Executive desires to be bound by the Companysuch covenants and restrictions. (ck) If any one or more The Executive represents that his economic means and circumstances are such that the provisions of this Agreement, including the terms contained in this Section 8 shallrestrictive covenants herein, will not prevent him from providing for any reason, be held himself and his family on a basis satisfactory to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawhim and them. (dl) The Employee declares If the Executive raises any question as to the enforceability of any part or terms of this Agreement, including, without limitation, the restrictive covenants contained herein, the Executive agrees that he or she is aware that will comply fully with this Agreement unless and until the Total Salary includes special consideration paid entry of an award to the Employee for the Employee’s undertakings set out in this Section 8contrary.

Non-Competition. (a) The Employee Executive agrees and undertakes that, for as long as except in accordance with his duties under this Agreement on behalf of the Employee is employed by Company, he will not during the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any business connection withan interest, directly or indirectly in, any business or venture that enterprise which is engaged in any activities competing with the business of developing, licensing, or selling technology, products or services offered which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the CompanyCompany or any of its Subsidiaries at the time in question, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged interests in publicly-traded entities that constitute less than a five percent (5%) interest in such business entities, and is publicly owned and traded, but in an amount do not to exceed at any one time one percent of any class of stock otherwise constitute control either directly or securities indirectly of such companyentities, so long as he/she has no active role in the publicly owned and traded company as directorwhich interests were acquired or are held for investment purposes, employee, consultant or otherwiseshall not be deemed to be a violation of this paragraph. (b) The Employee In addition, Executive agrees and undertakes that during that, for a period of six months after the period end of Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or her his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of Executive’s employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain which are directly competitive with any person employed technology, products, or retained services being actively developed by the Company or any of its affiliates on Subsidiaries, with the date bona fide intent to market same, as of the Employeetermination of Executive’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by employment at the Company. (c) If any one or more Executive further agrees, for twelve months following the end of Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms contained hereof by the Company in failing to pay to Executive all sums due him under the terms hereof or to honor any of its other obligations under this Section 8 shallAgreement, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, in which event the term following shall be construed inapplicable), to refrain from directly or indirectly soliciting Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in a manner to enable it to connection with activities that would not be enforced directly competitive with and adverse to the extent compatible Business of the Company or any of its Subsidiaries or with applicable lawand to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) The Employee declares Executive hereby agrees that he damages and any other remedy available at law would be inadequate to redress or she is aware remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 18 by Executive, and Executive therefore agrees that the Total Salary includes special consideration paid Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the Employee for the Employee’s undertakings set out in terms of this Section 818 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. (a) The Employee Individual hereby covenants and agrees and undertakes that, for as long as a period commencing on the Employee is employed by Closing Date and terminating on the Company and for second anniversary of the Non Compete Period thereafter - Closing Date (the Employee “Restricted Period”), such Individual shall not become financially interested inwithin 50 miles of any branch or other office of Landmark Bank in operation as of the date of this Agreement, be employed bydirectly or indirectly, either for him or have herself or for any other Person other than for Simmons or its Affiliates, participate in any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, (including, without limitation, any activities involving video content advertisementdivision, web advertisementsgroup or franchise of a larger organization) that engages (or proposes to engage) in the Business; provided, video data mining and video recommendation systemsthat if as of the date hereof the Individual holds not more than a 5% direct or indirect equity interest in such Person, directly then the Individual may retain (but not increase) such ownership interest without being deemed to “participate” in the Business conducted by such Person. For purposes of this Agreement, the term “participate” shall mean having more than 5% direct or indirectlyindirect ownership interest in any Person, whether as a sole proprietor, investor, owner, equity holder, partner, member, manager, joint venturer, shareholdercreditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, manager, member, supervisor, employee, broker, agent, principalor otherwise), corporate officerwith respect to the Business. Further notwithstanding the foregoing, director, licensor the limitations set forth above shall not be effective with regard to service by the Individual with respect to consulting or other professional (but not banking) services in any a manner that is consistent with the same kinds of consulting or other capacity whatever; provided, however, that professional services provided by the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed Individual at any one time one percent during the two years prior to the date of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwisethis Agreement. (b) The Employee Individual covenants and agrees and undertakes that during the period of his or her employment with Restricted Period, the Company and for twelve months thereafter the Employee will Individual shall not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally as employee, agent, consultant, director, equity holder, member, manager, partner or in any business in which he other capacity, without ▇▇▇▇▇▇▇’▇ prior written consent (other than for the benefit of Simmons or she is an officerits Affiliates), director or shareholder; (ii) solicit, canvass call upon, communicate with or approach attempt to communicate (whether by mail, telephone, electronic mail, personal meeting or endeavor to solicitany other means, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date excluding general solicitations of the Employee’s termination public that are not based in whole or in part on any list of customers of ▇▇▇▇▇▇▇ or any of its Affiliates) with any Person that is or was a customer of ▇▇▇▇▇▇▇ or any of its Affiliates during the one-year period preceding twelve months, the Closing Date for the purpose of offering services engaging in opportunities related to the Business or products which compete contracts related to the Business or, except in the ordinary course of conducting the business described in Schedule 2, interfere with the services or products supplied by the Companydamage (or attempt to interfere with or damage) any relationship between ▇▇▇▇▇▇▇ or its Affiliates and any such customers. (c) If The Individual covenants and agrees that during the Restricted Period, such Individual shall not directly or indirectly, as employee, agent, consultant, director, equity holder, member, manager, partner or in any one other capacity, without Simmons’ prior written consent, employ, engage, recruit, hire, solicit or more induce, or cause others to solicit or induce, for employment or engagement, any employee of ▇▇▇▇▇▇▇ or its Affiliates (excluding general solicitations of the terms contained in this Section 8 shallpublic that are not based on any list of, for any reasonor directed at, be held to be excessively broad with regard to time, geographic scope employees of ▇▇▇▇▇▇▇ or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawits Affiliates). (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. The Executive further agrees with the Company to the following provisions, all of which Executive acknowledges and agrees are necessary to protect the Company’s legitimate business interests and are further designed to enforce Executive’s covenants to the Company under this Agreement including his promise not to use or disclose Confidential Information. The Executive covenants and agrees with the Company that: (ai) The Employee agrees and undertakes thatExecutive shall not, for as long as the Employee is employed by during his employment with the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested ina period of eighteen (18) months thereafter, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwisein any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any way, with the Company’s Business (as defined at the start of this Agreement), other than the ownership of 5% or less of the shares of a public company where Executive is not active in the day-to-day management of such company. With respect to the post employment application of this Section 5(d)(i), the restrictions shall extend only to those specific geographic areas where the Company conducts business at that time. (bii) The Employee agrees and undertakes that Executive shall not, during the period of his or her employment with the Company and for twelve a period of eighteen (18) months thereafter thereafter, either directly or indirectly, (A) solicit, call on or contact any Customer of the Employee will not (i) employ Company for the purpose or retain with the effect of offering any person employed products or retained services of any kind offered by the Company at that time or its affiliates on during his employment with the date Company, (B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the Employeeforegoing clauses (A) through (B). (iii) During his employment with the Company, the Executive shall not own, or permit ownership by the Executive’s termination spouse or during any minor children under the preceding twelve monthsparental control of the Executive, directly or indirectly, including personally an amount in excess of five percent (5%) of the outstanding shares of stock of a corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a business that competes, in any business in which he or she is an officerway, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. Executive further agrees with the Company to the following provisions, all of which Executive acknowledges and agrees are necessary to protect the Company’s legitimate business interests. Executive covenants and agrees with the Company that: (ai) The Employee agrees and undertakes thatUnless otherwise agreed between the parties, for as long as the Employee is employed by Executive shall not, during his employment with the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested ina period of twelve (12) months thereafter, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.in any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any way, with the Company Business (as defined at the start of this Agreement), other than the ownership of 5% or less of the shares of a public company where Executive is not active in the day-to-day management of such company. With respect to the post employment application of this Section 5(d)(i), the restrictions shall extend only to those specific countries or provinces where the Company conducts business on the day that Executive’s employment with the Company terminates. Executive:_____ Company: _____ (bii) The Employee agrees and undertakes that Executive shall not, during the period of his or her employment with the Company and for a period of twelve (12) months thereafter thereafter, either directly or indirectly, (A) solicit, call on or contact any Customer of the Employee will not (i) employ Company with whom Executive has had material contact during his employment with the Company for the purpose or retain with the effect of offering any person employed products or retained services of any kind offered by the Company at that time or its affiliates on during his employment with the date Company, (B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the Employeeforegoing clauses (A) through (B). (iii) During his employment with the Company, Executive shall not own, or permit ownership by Executive’s termination spouse or during any minor children under the preceding twelve monthsparental control of Executive, directly or indirectly, including personally an amount in excess of five percent (5%) of the outstanding shares of stock of a corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a business that competes, in any business in which he or she is an officerway, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee Executive agrees and undertakes that, for as long as except in accordance with his duties under this Agreement on behalf of the Employee is employed by Company, he will not during the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any business connection withan interest, directly or indirectly in, any business or venture that enterprise which is engaged in any activities competing with the business of developing, licensing, or selling technology, products or services offered which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company, including, without limitation, Company or any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or of its Subsidiaries at the time in any other capacity whateverquestion; provided, however, that the Employee may own securities of any corporation which is engaged interests in publicly-traded entities that constitute less than a five percent (5%) interest in such business entities, and is publicly owned and traded, but in an amount do not to exceed at any one time one percent of any class of stock otherwise constitute control either directly or securities indirectly of such companyentities, so long as he/she has no active role in the publicly owned and traded company as directorwhich interests were acquired or are held for investment purposes, employee, consultant or otherwiseshall not be deemed to be a violation of this paragraph. (b) The Employee In addition, the Executive agrees and undertakes that during that, for a period of six (6) months after the period end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or her his spouse’s family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain which are directly competitive with any person employed technology, products, or retained services being actively developed by the Company or any of its affiliates on Subsidiaries, with the date bona fide intent to market same, as of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the EmployeeExecutive’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by employment at the Company. (c) If any one or more Executive further agrees, for twelve (12) months following the end of the terms contained Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, which event the term following shall be construed inapplicable), to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in a manner to enable it to connection with activities that would not be enforced directly competitive with and/or adverse to the extent compatible Business of the Company or any of its Subsidiaries or with applicable lawand to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) The Employee declares Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that he will not, directly or she is aware indirectly, as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly, by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 16 by the Executive, and the Executive therefore agrees that the Total Salary includes special consideration paid Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the Employee for the Employee’s undertakings set out in terms of this Section 816 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. (a) The Employee agrees acknowledges that he will acquire specialized knowledge and undertakes thatexperience in the business of the Company and its Affiliates and that if his knowledge, for as long as experience, reputation or contacts are used by or on behalf of the Employee is employed to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the Non Compete Period thereafter - performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not become financially interested innot, be employed by, unless acting pursuant hereto or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsprior written consent of the Board, directly or indirectly, as ownerrender any services of a business, partnercommercial, joint ventureror professional nature to any Person, shareholderwhether for compensation or otherwise, employeewithin the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, broker, agent, principal, corporate officer, director, licensor or solicit for employment or in any other capacity whateverfashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the one (1)-year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and for twelve months thereafter the Employee will "in conflict with" shall not (i) employ be deemed to apply to any Person whose activities do not involve similar lines of business now or retain any person employed or retained hereafter undertaken by the Company or its affiliates on any Affiliate. In the date event that the provisions of this Section should ever be adjudicated to exceed the Employee’s termination time, geographic, service or during the preceding twelve months, directly or indirectly, including personally or product limitations permitted by applicable law in any business jurisdiction, then such provisions shall be deemed reformed in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor such jurisdiction to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to maximum time, geographic scope geographic, service or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with product limitations permitted by applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee agrees As an inducement for Parent and undertakes that, for as long as the Employee is employed by the Company to enter into the Merger Agreement and for the Non Compete Period thereafter - Company to enter into the Employee shall not become financially interested inEmployment Agreement, be employed by, or have any business connection with, any business or venture Executive covenants that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemshe will not, directly or indirectly: (i) during the Applicable Non-compete Period, without the express prior written consent of the board of directors of the Company, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor or trustee of any corporation, partnership, proprietorship, joint venture, association or any other entity of any nature, engage, in the business of developing land for, and the construction of, detached, single family residences (the "Business") in any other capacity whatevercounty in the United States in which the Company is conducting Business activities; provided, however, that the Employee Executive may own securities of any corporation which is engaged in such business and is publicly owned and traded, purchase or otherwise acquire up to (but in an amount not to exceed at any one time one percent more than) 1% of any class of stock or securities of any such company, so long as he/she has no active role enterprise (but without otherwise participating in the publicly owned activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; (ii) during the Applicable Non-Compete Period, whether for the Executive's own account or for the account of any other person, (except for the account of the Company and traded company its affiliates), (x) solicit business of the same or similar type being carried on by the Company, from any person known by the Executive to be a customer of the Company, whether or not the Executive had personal contact with such person during and by reason of the Executive's employment with the Company, or (y) interfere with the Company's relationship with any person who at any time during the period of his employment with the Company, was a contractor, supplier, or customer of the Company; or (iii) whether for the Executive's own account or the account of any other person, at any time during his employment with the Company or its affiliates and the Post-Employment Period, solicit, employ, or otherwise engage as director, an employee, consultant independent contractor, or otherwise, any person who is an employee of the Company, or in any manner induce, or attempt to induce, any employee of the Company to terminate his employment with the Company; provided, however, that nothing in this Section 5(a)(iii) shall preclude the Executive from soliciting or employing any person who was employed by the Company after six months have lapsed from the last date of the former employee's employment with the Company. (b) The Employee agrees and undertakes that during the period For purposes of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.Agreement:

Non-Competition. (a) The Employee agrees During the Consultant’s employment and undertakes thatthe Consulting Period, for as long as the Employee is employed by Consultant shall not, directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or be an owner, director, officer, employee, agent, consultant or other representative of or for, or lend money or equipment to or otherwise support, any business that manufactures, engineers, markets, sells or provides, within a 250-mile radius of any then existing manufacturing facility of the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested inits subsidiaries and affiliates, be employed by, metal building systems or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, components (including, without limitation, any activities involving video content advertisement, web advertisements, video data mining primary and video recommendation secondary framing systems, directly roofing systems, end or indirectlyside wall panels, as ownerdoors, partnerwindows or other metal components of a building structure), joint venturercoated or painted steel or metal coils, shareholdercoil coating or painting services, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; providedproducts or services that are the same as or similar to those manufactured, howeverengineered, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and tradedmarketed, but in an amount not to exceed at any one time one percent of any class of stock sold or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained provided by the Company or its subsidiaries and affiliates on prior to the date Termination Date, unless such engagement in or relationship as owner, director, officer, employee, agent, consultant or other representative of or for, or lending money or equipment to or otherwise supporting such person, partnership, association, corporation or other entity is as a private label, or to any other person, partnership, association, corporation or other entity approved by the Company’s Board of Directors. Ownership by the Consultant of equity securities of the Employee’s termination Company, or during of equity securities in other publicly owned companies constituting less than 1% of the preceding twelve monthsvoting securities in such companies, directly shall be deemed not to be a breach of this covenant. The Consultant agrees and stipulates that in any action or indirectly, including personally claim brought by him or in any business in which he action or she is an officerclaim brought against him, director the Consultant hereby waives any claim or shareholder; (ii) solicitdefense that the above non-competition covenants are unenforceable, canvass void or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in this Section 8 shallvoidable, for any reason, be held to be excessively broad with regard to timeincluding, geographic scope but not limited to, fraud, misrepresentation, illegality, unenforceable restraint of trade, failure of consideration, illusory contract, mistake, or activityany other substantive legal defense. For the purposes of this Agreement, the term shall Employee agrees that a violation of this provision would be construed in a manner to enable it to be enforced materially and demonstrably injurious to the extent compatible with applicable lawCompany. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) The Employee During the period beginning on the Agreement Date and ending on the first anniversary of the Termination Date, regardless of the reason for Executive's Termination of Employment, Executive agrees and undertakes that, for as long as that without the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee written consent of Williams Executive shall not become financially interested in, be employed by, or have at any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemstime, directly or indirectly, in ▇▇▇ ▇▇▇acity: (a) engage or participate in, become employed by, serve as ownera director of, partneror render advisory or consulting or other services in connection with, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whateverCompetitive Business; provided, however, that after the Employee may own securities Executive's Termination of Employment, this Section 6.2 shall not preclude Executive from (i) being an employee of, or consultant to, any corporation which is engaged in business unit of a Competitive Business if (A) such business unit does not qualify as a Competitive Business in its own right and is publicly owned and traded(B) Executive does not have any direct or indirect involvement in, but in an amount not to exceed at or responsibility for, any one time one percent of any class of stock or securities operations of such companyCompetitive Business that cause it to qualify as a Competitive Business, so long as he/she has no active role in or (ii) with the publicly owned and traded company as directorapproval of Williams, employeebeing a consultant to, consultant an advisor to, a director of, or otherwise.an ▇▇▇▇▇▇▇e of a Competitive Business; or (b) The Employee agrees and undertakes that during make or retain any financial investment, whether in the period form of his equity or her employment with the Company and for twelve months thereafter the Employee will debt, or own any interest, in any Competitive Business. Nothing in this subsection (b) shall, however, restrict Executive from making an investment in any Competitive Business if such investment does not (i) employ or retain any person employed or retained by the Company or its affiliates on the date represent more than 1% of the Employee’s termination aggregate market value of the outstanding capital stock or during the preceding twelve monthsdebt (as applicable) of such Competitive Business, (ii) give Executive any right or ability, directly or indirectly, including personally to control or in any business in which he influence the policy decisions or she is an officermanagement of such Competitive Business, director or shareholder; (iiiii) solicit, canvass create a conflict of interest between Executive's duties to Williams and its Affiliates or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Companyunder this Agreement and his interest ▇▇ ▇▇▇▇ investment. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (ai) The Except to the extent contemplated in Section 2(c), Employee shall not, during the Term, have any other employment except with the prior approval of the Board of Directors and that without the written consent of the Board of Directors, Employee agrees that during the Term he will not be affiliated with any competitor, supplier or customer of Employer, as an officer, director, partner, employee, agent, consultant (or similar capacity) or more than a 1% stockholder. For all purposes of this Agreement, the term "affiliate" and undertakes that, for the concept of "an affiliate" shall have the same meaning as long as in Rule 405 under the Securities Act of 1933. (ii) Employee is employed by further agrees that during the Company Term and for a period of four years following the Non Compete Period thereafter - the Employee shall not become financially interested inTerm, be employed byhe will not, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemswithin North America, directly or indirectly, as ownerproprietor, partner, joint venturershareholder, shareholderdirector, officer, employee, broker, agent, principalconsultant, corporate officer, director, licensor or in any other capacity whatever; providedor manner whatsoever, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role engage in the publicly owned development or sales of (A) software programs designed or functioning to monitor training programs, (B) products currently sold or marketed by Employer or any subsidiary or affiliate of Employer or (C) any products developed, marketed or sold by Employer or any subsidiary or affiliate of Employer during the Term. If any court of competent jurisdiction shall determine this covenant to be unenforceable as to either the term or scope imposed above, then this covenant nevertheless shall be enforceable by such court as to such shorter term or such lesser scope as may be determined by the court to be reasonable and traded company as director, employee, consultant or otherwiseenforceable. (biii) The Employee further agrees and undertakes that during the Term and for a period of his or her employment with two years following the Company and for twelve months thereafter the Employee Term he will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsnot, directly or indirectly, including personally participate (on his own behalf or on behalf of any other corporation, venture or enterprise engaged in commercial activities) in any business matters that were the subject of outstanding bids or solicitations by Employer or any subsidiary or affiliate of Employer or of bids or solicitations in which he preparation by Employer or she is an officer, director any subsidiary or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date affiliate of the Employee’s termination or Employer during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the CompanyTerm. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. In consideration of the payments and other consideration being provided to Grant pursuant to this Agreement, Grant agrees that, from the Effective Date until the date that is six (6) months after the Effective Date (the "Term"), Grant shall not, anywhere in the City of New York, the State of New York or elsewhere in the United States (or for such lesser area or such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the competitive activity of Grant), directly or indirectly, unless on behalf and at the request of the Company: (a) The Employee agrees and undertakes thatengage, for as long as or on behalf of any person or entity, in the Employee is employed by business of designing, developing or assisting in the Company and design or development of software to be used in connection with the packaging, selling or placing of on-line banner advertising on newspaper websites (the "Business"); (b) solicit or attempt to solicit business for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, Company from any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly person who is or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor was a client of the Company on the date hereof or in at any other capacity whatevertime during the 12 months prior to the date hereof or to whom the Company made proposals for products or services during the 12 months preceding the date hereof; provided, however, that the Employee Company agrees that Grant may own securities solicit business from any such person to the extent that Grant solicits such person for products or services unrelated to the Business; (c) otherwise divert or attempt to divert from the Company any business related to the Business, it being acknowledged and agreed for purposes of this Agreement that packaging, selling or placing on-line banner advertising on newspaper websites does not constitute "business related to the Business"; (d) solicit or attempt to solicit for any corporation business endeavor any employee of the Company; or (e) render any services as an officer, director, employee, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person or entity which is engaged in such business and is publicly owned and tradedactivities which, but if performed by Grant, would violate this Section 6. Except as otherwise provided in an amount this Agreement, the foregoing shall not prevent Grant from purchasing or owning up to exceed at any one time one percent 5% of the voting securities of any class of stock or corporation, the securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with which are publicly-traded. If the Company and for twelve months thereafter the Employee will materially breaches its obligations under this Agreement, which breach is not (i) employ or retain any person employed or retained by the Company or its affiliates on the date cured within 15 days after receipt of the Employee’s termination or during the preceding twelve monthsnotice thereof from Grant, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company. (c) If any one or more of the terms contained in Grant's obligations under this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term 6 shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawof no further force and effect. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (a) For purposes of this Section 2.2, all references to the Company shall be deemed to include all of the Company’s affiliates and subsidiaries. The Employee agrees Optionee will not utilize the Optionee’s special knowledge of the business of the Company and undertakes thatthe Optionee’s relationships with customers, for suppliers of the Company and others to compete with the Company. During the Optionee’s employment by the Company and/or service as long as the Employee is employed by a Director of or consultant to the Company and for a period of one (1) year after the Non Compete Period thereafter - date of termination of the Employee Optionee’s employment with the Company and/or service as a Director of or consultant to the Company (the “Restricted Period”), the Optionee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsengage, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in have an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. (b) The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsinterest, directly or indirectly, including personally anywhere in the United States of America or any other geographic area where the Company does business or in which its products or services are marketed, alone or in association with others, as principal, officer, agent, employee, director, partner or stockholder (except with respect to the Optionee’s employment by the Company and/or service as a Director of or consultant to the Company), or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or substantially similar to that engaged in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date any vendor, supplier or distributor of the EmployeeCompany during the term of Optionee’s termination employment by the Company and/or service as a Director of or consultant to the Company, or any line of business or acquisition that the Company either (i) contemplates entering into, whether or not actually entered into, or (ii) has obtained due diligence or other information on during Optionee’s employment with the Company and/or service as a Director of or consultant to the Company (it being understood hereby, that the ownership by the Optionee of 5% or less of the stock of any company listed on a national securities exchange shall not be deemed a violation of this Section 2.2). During the Restricted Period, the Optionee shall not, nor shall he permit any of the Optionee’s employees, agents or others under the Optionee’s control to, directly or indirectly, on behalf of himself/herself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the preceding twelve monthstwo (2) years a customer of the Company or any successor to the business of the Company, for or otherwise divert or attempt to divert any business from the purpose Company or any such successor, or (ii) directly or indirectly recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company or any successor to the business of offering services the Company to terminate his or products which compete her employment or other relationship with the services Company or products supplied such successor, or hire any person who has left the employ of the Company or any such successor during the preceding two (2) years. Optionee further agrees that if any such customer contacts the Optionee during the Restricted Period in respect of doing business with the Optionee, the Optionee will advise such customer of the restrictions on the Optionee’s ability to do business with such customer contained herein. The Optionee shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, ▇▇▇▇, logo, trade dress or other identifying words or images which are the same as or similar to those used at any time by the Company. (c) If Company in connection with any one product or more service, whether or not such use would be in a business competitive with that of the terms contained Company. Any breach or violation by the Optionee of the provisions of this Section 2.2 shall toll the running of any time periods set forth in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee 2.2 for the Employee’s undertakings set out in this Section 8duration of any such breach or violation.

Non-Competition. (a) The Employee understands and recognizes that his services to the Corporation are special and unique and agrees and undertakes that, during the term of this Agreement and for as long as a period of two (2) years (or one (1) year in the event that the Employee is employed by terminated within 1 year of the Company and for the Non Compete Period thereafter - the Employee Effective Date), employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systemsmanner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business competitive with the Corporation’s business or research activities, either as owneran individual for his own account, or as a partner, joint venturer, shareholder, employee, brokerexecutive, agent, principalconsultant, corporate salesperson, officer, director, licensor director of a Person operating or intending to operate in any other capacity whatever; provided, however, that the Employee may own securities area of the use of any corporation which is engaged in such business and is publicly of the compounds owned and traded, but in an amount not to exceed at any one or licensed by the Corporation during the time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwisehis employ. (b) The Employee agrees and undertakes that during During the period term of his or her employment with the Company this Agreement and for twelve months thereafter two (2) years (or one (1) year in the event that the Employee will not is terminated within 1 year of the Effective Date) thereafter, Employee shall not, directly or indirectly, without the prior written consent of the Corporation: (i) employ interfere with, disrupt or retain attempt to disrupt any person past, present or prospective relationship, contractual or otherwise , between the Corporation and any of its licensors, licensees, clients, customers, suppliers, employees, consultants or other related parties, or solicit or induce for hire any of the employees or agents of the Corporation, or any such individual who in the past was employed or retained by the Company or its affiliates on the date Corporation within six (6) months of the Employeetermination of said individual’s termination employment or during retention by the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholderCorporation; or (ii) solicitsolicit or accept employment or be retained by any party who, canvass at any time during the term of this Agreement, was a customer or approach supplier of the Corporation or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or of its affiliates on or any licensor or licensee thereof where his position will be related to the date business of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company.Corporation; or (c) If In the event that Employee breaches any one or more provisions of the terms contained in this Section 8 shall5 or there is a threatened breach, for then, in addition to any reason, be held to be excessively broad with regard to time, geographic scope or activityother rights which the Corporation may have, the term Corporation shall be construed in entitled without the posting of a manner bond or other security to enable it injunctive relief to be enforced to enforce the extent compatible with applicable lawrestrictions contained herein. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Non-Competition. (aA) The Employee Executive hereby agrees and undertakes thatthat unless his --------------- employment by the Company shall be terminated by reason of material breach by the Company of its obligations to Executive under the Employment Agreement, for as long as Executive will not, prior to the Employee is expiration of 24 months after the date he shall cease to be employed by the Company, engage in or become directly or indirectly interested in any proprietorship, partnership, trust or corporation (whether as owner, partner, trustee, beneficiary, stockholder, officer, director, employee, consultant, lessor, lessee or otherwise) which shall engage anywhere within such geographic limits as the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed bysuch entity are, or have would be, in actual competition, in any business connection with, any activity competitive with the business or venture that is engaged in any activities competing with products or services offered by of the Company, including, without limitation, in connection with research or development, production, distribution, marketing, providing or selling of products, processes, or services, in existence or under development, which are substantially the same, may be substituted for, or applied to substantially the same end use in the products, processes or services with which Executive works during the time of his employment with the Company or about which Executive acquires Confidential Information; provided that nothing herein will prevent Executive from owning in the aggregate not more than 5% of the outstanding stock of any activities involving video content advertisementclass of a corporation which is publicly traded, web advertisementsso long as Executive has no participation in the management of such corporation. (B) Executive further agrees that he will not, video data mining and video recommendation systemsprior to the expiration of 24 months following the date of termination of Executive's employment for any reason, directly or indirectly, or by action in concert with others, induce or influence, or seek to induce or influence any person who is engaged by the Company as owner, partner, joint venturer, shareholder, an employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant independent contractor or otherwise. (b) The Employee agrees and undertakes that during the period of his , to terminate his/her/its employment or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve monthsengagement, nor shall Executive, directly or indirectly, including personally employ or in engage, or solicit for employment or engagement, or advise or recommend to any business in which he other person or she is an officerentity that such person or entity employ or engage or solicit for employment or engagement, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company employed or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied engaged by the Company. (c) If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.