Common use of Non-Competition Clause in Contracts

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (a) The Seller agrees During the 24-month period that for a period commences on the Termination Date and ends on the second anniversary of five full years from the Closing Termination Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallthe Executive shall not, without the prior written consent of the ParentCompany, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to a material extent with any line of business of the Company or its subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the “over-the-counter market”. The foregoing non-competition restriction of this Section 11(C) shall not apply following a Change of Control Event if (a) the Executive’s employment has been terminated by the Company without Cause within two years following such Change in Control Event, (b) the Executive terminates his/her employment as the result of a Constructive Termination within two years following such Change in Control Event or (c) the Company elects, within two years following such Change in Control Event, not to extend the term of employment. The foregoing non-competition restriction of this Section 11(C) shall not apply following a Potential Change in Control if: (i) engagethe Executive’s employment is terminated without Cause within two years following such Potential Change in Control, either directly and such termination is at the request or indirectly, as direction of or pursuant to negotiations with a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes Person who has entered into an agreement with the Business as it exists on Company the Closing Date consummation of which will constitute a Change in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing DateControl; or (ii) affirmatively solicit, other than the Executive’s employment is terminated through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted Constructive Discharge without Cause within two years following such Potential Change in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6Control, and the Seller consents circumstances or events which constitute the basis for Executive’s claim of Constructive Discharge occur at the request or direction of, or pursuant to negotiations with, such Person, iii) the entry Company elects, within two years following such Potential Change in Control, not to extend the term of an order thereofemployment, and such election was at the request or direction of or pursuant to negotiations with such Person; or iv) the Executive’s employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs.

Non-Competition. (aFor purposes of the representations, warranties and covenants contained in Sections 5.4(a) The Seller agrees that for a period of five full years from through 5.4(i) only, the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇reference to "Seller" shall not include Edri▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇. (a) Each Seller acknowledges that pursuant to this Agreement that Buyer has purchased from the Sellers the goodwill of the Companies and the Business and that to induce Buyer to pay the Purchase Price for the Assets constituting the Business that the protection and maintenance of such goodwill constitutes a legitimate interest to be protected by the Buyer by this covenant not to compete. Therefore, each Seller agrees that for the period (the "Noncompetition Period") commencing upon the date hereof and ending upon the second anniversary (the "Ending Date") of a date (the "Termination Date") that (i) in the case of a Seller who becomes an employee of Buyer or any member an Affiliate of his immediate family Buyer, the termination of the Seller's employment with the Buyer or any an Affiliate of his Buyer and (ii) in the case of all other Sellers, the Closing Date, such Seller shall not, directly or their Affiliates indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder (other than CIBC as a stockholder of 5% or CVFless of a publicly traded company), corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is engaged in business (the "Companies Business") shall, without the prior written consent of the Parent: related to (i) engageelectric and directional wireline service business and tubular testing and handling services in the oil and gas, hydrocarbon or geothermal drilling and exploration industries, (ii) the pipeline testing industry, or (iii) providing any other product or service currently provided by the Companies within each of the sixty-four parishes in Louisiana and any other geographic area where the Companies or the Buyer has engaged or engages on the Termination Date (such entire geographic area is hereinafter referred to as the "Noncompetition Area"). Each Seller represents to the Buyer that the enforcement of the restriction contained in this Section 5.4 would not be unduly burdensome to such Seller. Each Seller further represents and acknowledges that such Seller has willingly entered into this agreement not to compete and is willing and able to compete in other geographical areas not prohibited by this Section 5.4. (b) Each Seller agrees that in addition to the application of the provisions set forth in Article IX, a breach or violation of this covenant not to compete by such Seller shall entitle the Buyer, as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in addition to, and not in lieu of, any other remedies to which the Buyer may show itself justly entitled. Further, each Seller agrees that during any period in which such Seller is in breach of this covenant not to compete, the time period of this covenant shall be extended for the amount of time that such Seller is in breach hereof. Buyer acknowledges and agrees that a breach of this covenant not to compete by a Stockholder shall not entitle Buyer to indemnification by the other Sellers jointly and severally pursuant to Section 9.2(a) or any rights to receive any portion of the Escrow in excess of such breaching Stockholder's portion of the Escrow, and that Buyer's recourse for any such breach or violation shall be solely against the breaching Stockholder individually. The Sellers acknowledge and agree that a breach or violation of this covenant not to compete by the Companies shall be subject to indemnification by the Sellers jointly and severally pursuant to Section 9.2(a)(ii), which shall not be subject to any limitations under Section 9.4. (c) In addition to the restrictions set forth in paragraph (a) of this Section 5.4, each Seller agrees that for the Noncompetition Period such Seller will not, either directly or indirectly, as a principal (i) make known to any Person, firm or for its own account or solely or jointly with others, or as shareholders, members, partners or corporation that is engaged in the like (other than through Companies Business the ownership names and addresses of not more than 5% any of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 customers of the Disclosure Schedule where Companies, Buyer or their Affiliates relating to the Companies Business, potential customers of the Companies, Buyer or their Affiliates relating to the Companies Business is conducted on upon whom the Closing Date; Companies or Buyer or their Affiliates have called upon in the 12-month period immediately preceding the Termination Date or contacts of the Companies, Buyer or their Affiliates relating to the Companies Business or any other information pertaining to such Persons or (ii) affirmatively call on, solicit, other than through a general solicitationor take away, the employment of or attempt to call on, solicit or take away any employee of the Business as customers of the Closing Date. ▇▇▇▇▇▇▇▇ may, with Buyer or its Affiliates relating to the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Companies Business, with respect to whether for such Seller or for any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDEDperson, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsfirm or corporation. (bd) If Each Seller agrees that for the Noncompetition Period such Seller will not, either directly or indirectly, (i) solicit for employment or employ, or allow any provisions corporation or business entity controlled directly or indirectly by or affiliated with such Seller to solicit for employment or employ, any person that at that time is, or at any time during the 12-month period immediately preceding the Termination Date was, an employee, consultant or agent of the Companies Business or (ii) make known to any person, firm or corporation that is engaged in the Companies Business, or executive recruiting or search firms that have clients engaged in the Companies Business, the names of any person that at that time is, or at any time during the 12-month period immediately preceding the Termination Date was, an employee, consultant or agent of the Buyer or its Affiliates relating to the Companies Business. (e) The representations and covenants contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions 5.4 on the part of this Section 4.6, but this Section 4.6 shall each Seller will be construed as if such invalidancillary to and independent of any other provision of this Agreement, illegal and the existence of any claim or unenforceable provisions had never been contained herein. It is cause of action of any Seller against the intention Buyer or any officer, director, or other Seller, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Buyer of the parties that if any covenants of the restrictions or covenants such Seller contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a 5.4. (f) If any Seller violates any covenant having the maximum enforceable geographic area, time period contained in this Section 5.4 and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law brings legal action for injunctive or in damages to compensate the Buyer for any such breach. The Seller agrees that other relief, the Buyer shall not, as a result of the time involved in obtaining the relief, be entitled to injunctive relief requiring specific performance by deprived of the benefit of the full period of any such covenant. Accordingly, the covenants of each Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.contained in this

Non-Competition. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company. Executive and the Company agree that the Company will, in the course of Executive's employment, provide Executive with highly confidential and sensitive information, which, if revealed to the Company's competitors, would provide those competitors with an unfair advantage over the Company. The Parties agree that the Company would not divulge this information to Executive were it not for (i) During the Employment Term of this Agreement, including any extension(s), and thereafter while receiving any severance pay under Section 9(a) of this Agreement, Executive shall not enter into any competitive endeavors with and shall not undertake any commercial activity which is in direct competition with the Company, including becoming an employee, owner, officer, agent or director of any firm or person in any geographic areas in Texas, Ohio, or Arkansas, which engages in optical retailing; and (ii) Except in the event of a termination of employment by the Company during the Employment Term with or without cause, Executive shall not without the Company's written consent, for the longer of (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member one year following termination of his immediate family employment or (b) until December 31, 1998, serve as an employee, owner, officer, agent or director of any of his firm or their Affiliates (other than CIBC or CVF) shallperson in any geographic areas in Texas, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with othersOhio, or as shareholders, members, partners or the like (other than through the ownership Arkansas which engages in optical retaining. Nothing in this Section 10(a) shall prohibit Executive from owning passive investments of not more than 51% of the outstanding voting securities shares of any publiclycompany or entity listed or traded on a national securities exchange or in an over-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsthe-counter securities market. (b) If For the longer of (i) one year following termination of his employment, with or without cause, including any provisions contained in this Section 4.6 termination upon or after expiration of the Employment Term, and (ii) until December 31, 1998, Executive shall for not directly or indirectly induce any reason be held invalid, illegal or unenforceable employee of the Company to engage in any respectactivity in which Executive is prohibited from engaging by Section 10(a)(i) or (ii) above or to terminate his employment with the Company, such invalidity, illegality or unenforceability and shall not affect directly or indirectly employ or offer employment to any other provisions of this Section 4.6, but this Section 4.6 such person unless such person shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or have ceased to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance employed by the Seller Company and such cessation of this Section 4.6, and the Seller consents to the entry of an order thereofemployment shall have occurred at least 12 months prior thereto.

Non-Competition. In consideration for payments made under this Agreement, including but not limited to Paragraphs 3(a), 3(b), and (a) The Seller 4), Executive agrees that she will not, for a period of five full Two (2) years after her Employment with the Company, establish a relationship with a competitor (including but not limited to an employment or consulting relationship) or engage in any activity which is in conflict with or adverse to the interest of the Company, as defined by the AT&T Non-Competition Guideline (hereinafter referred to as a "Competitive Activity"). Executive recognizes that this obligation includes, and is not limited to, an agreement that she shall not work for a competitor of AT&T Corp. as an executive, consultant, independent contractor or in any other capacity for a period of Two (2) years following the termination of her employment with the Company, regardless of whether Executive or the Company terminates the employment relationship. In addition to Executive's obligations outlined in paragraph 10(a) of this Agreement, any and all payments (except those made from Company-sponsored tax-qualified pension or welfare plans), benefits or other entitlements to which the Executive may be eligible in accordance with the terms hereof, may be forfeited, whether or not in pay status, at the discretion of the Company, if Executive engages in Competitive Activity for a period of Two (2) years following termination of her Employment from the Closing DateCompany, neither it nor regardless of whether Executive or the Company terminates the employment relationship. The payments, benefits and other entitlements hereunder are being made in part in consideration of the obligations of this paragraph 10 and in particular the post-employment payments, benefits and other entitlements are being made in consideration of, and dependent upon compliance with this paragraph. This paragraph shall apply notwithstanding any other provision of this Agreement. No forfeiture or cancellation shall take place under paragraph 10(b) with respect to any payments, benefits or entitlements hereunder or under any other award agreement, plan or practice unless the Company shall have first given Executive written notice of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with othersintent to so forfeit, or as shareholderscancel or pay out and Executive has not, memberswithin thirty (30) calendar days of giving such notice, partners ceased such unpermitted Competitive Activity, provided that the foregoing prior notice procedure shall not be required with respect to a Competitive Activity which Executive initiated after the Company had informed the Executive in writing that it believed such Competitive activity violated this paragraph 10 or the like (other than through AT&T Non-Competition Guideline. Nothing in this Section 10 shall prohibit the ownership Executive from being a passive owner of not more than 5% one percent (1%) of the outstanding voting securities common stock, capital stock and equity of any publicly-traded entity)firm, corporation or enterprise so long as the Executive has no active participation in any the management of business that competes with of such firm, corporation or enterprise. If the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through restrictions stated herein are found by a general solicitationcourt to be unreasonable, the employment of any employee of Parties agree that the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ maymaximum period, with the prior consent of Parent, be employed by, consult with scope or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that geographical area reasonable under such consent circumstances shall be given by Parent if reasonable provisions can be made to prevent substituted for the disclosure of Confidential Information (as defined in stated period, scope or area and that the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 court shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of revise the restrictions or covenants contained herein is held to cover a geographic the maximum period, scope and area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (a) The Seller Executive agrees that that, during the term of this Agreement and for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publiclyPost-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information Termination Period (as defined below), she shall not, anywhere in the Consulting Agreement) and to otherwise protect United States of America or elsewhere in the Business and the Assets. world (b) If any provisions contained or in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic smaller area or to for such lesser period as may be for a length of time which is not permitted determined by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction to be a reasonable limitation on the competitive activity of Executive), directly or indirectly: (i) engage in a directly competitive line of business to the business carried on by the Corporation to be defined as any diet and fitness business, both on- and offline, either for her own account or with or for anyone else; (ii) solicit or attempt to solicit business of any customers of the Corporation for diet and fitness products or services the same or similar to those offered, sold, produced or under development by the Corporation at the time of the beginning of the Post-Termination Period; (iii) intentionally attempt to induce any person, firm or entity with a material business relationship of the Corporation to cease or materially reduce the level of business it conducts with the Corporation; (iv) solicit or attempt to solicit (except through general newspaper or other print media solicitations) for any business endeavor any employee of the Corporation; (v) 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 which is so engaged in a diet and fitness business. Notwithstanding anything to the contrary contained in this Paragraph 8, the provisions hereof shall construe not prevent the Executive from purchasing or owning up to five percent (5%) of the voting securities of any corporation, the stock of which is publicly traded. (a) in the event that the Executive's employment terminates during the first six (6) months of this Agreement, the Post-Termination Period shall be one (1) year; (b) in the event the Executive's employment terminates for any reason during months seven (7) through eighteen (18), then the Post-Termination Period shall be one (1) year and interpret or reform three (3) months; and (c) if Executive's employment terminates after nineteen (19) months of this Section 4.6 to provide Agreement, then the Post-Termination Period shall be for a covenant having period of one (1) year and nine (9) months after the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach expiration or termination of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofemployment.

Non-Competition. The Executive acknowledges that in the course of the Executive’s Service with the Company the Executive has become and shall become familiar with trade secrets and other Confidential Information concerning the Company that derive independent economic value from not being generally known, and that the Executive’s services have been and shall be of special, unique or extraordinary value to the Company and its Affiliates. For the period following the Termination Date specified in Paragraph (a3) The Seller agrees that for a period of five full years from Annex A (the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF“Non-Competition Period”), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member subject to the Executive’s receipt of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallbenefits under Section 4, the Executive will not, without the prior written consent of the Parent: (i) Company, which consent will not be unreasonably withheld, not engage, either directly or indirectly in the Business (as defined below) in any city or within a fifty (50) mile radius of any city in the United States or Brazil in which the Company currently operates or will operate during the term of this Agreement, or, directly or indirectly, as a principal own an interest in, manage, operate, join, control, lend money or for its own account or solely or jointly with othersrender other financial assistance to, or participate in or be connected with, as shareholdersan officer, membersdirector, partners employee, partner, stockholder, agent, or consultant or otherwise, any Person that competes with the like (other than through the Business; provided that, for purposes of this Section 8(b), ownership of not securities having no more than 5% two percent (2%) of the outstanding voting securities power of any publicly-publicly traded entityBusiness shall not be deemed to be in violation of this Section 8(b), in any business . The Executive expressly agrees and acknowledges that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions restrictions contained in this Section 4.6 shall 8(b) are for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions the purposes of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is restricting the intention activities of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but Executive only to the extent such provision would be valid necessary for the protection of the legitimate business interests of the Company, and do not preclude the Executive from earning a livelihood, nor do they unreasonably impose limitations on the Executive’s ability to earn a living. In addition, the Executive agrees and acknowledges that the potential harm to the Company of their non-enforcement outweighs any harm to the Executive of its enforcement by injunction or enforceable under applicable law, a court of competent jurisdiction shall construe otherwise. The Executive expressly acknowledges and interpret or reform agrees that each and every restraint imposed by this Section 4.6 8(b) is reasonable with respect to provide for a covenant having the maximum enforceable geographic areasubject matter, time period and other provisions (not greater than those contained herein) as geographical area. The Non-Competition Period shall be valid and enforceable under such applicable law. The Seller acknowledges that extended by the Buyer would be irreparably harmed by length of any period during which the Executive is in breach of the terms of this of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach8(b). The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller For purposes of this Section 4.6Agreement, and “Business” means any business which involves the Seller consents to development, opening, operating or franchising of restaurants that derive more than twenty-five percent (25%) of their annual food sales from steak products in the entry of an order thereofUnited States or Brazil.

Non-Competition. During (ai) The Seller agrees the Executive's employment with the Company and (ii) the one-year period immediately following the expiration or earlier termination of the Employment Period provided that said one-year period shall be extended for a period of five full years from an additional year in the Closing Dateevent the Executive (as opposed to the Company) terminates his employment during the Employment Period, neither it nor the Executive (A) shall not engage, anywhere within the geographical areas in which any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallEntity is then conducting its business operations, without the prior written consent of the Parent: (i) engage, either directly or indirectly, alone, in association with or as a principal shareholder, principal, agent, partner, officer, director, Executive or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities consultant of any publicly-traded entity)other organization, in any business that competes with the Business as it exists on the Closing Date in Competitive Business; (B) shall not solicit or encourage any officer, Executive, independent contractor, vendor or consultant of any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ mayEntities to leave the employ of, with the prior consent of Parentor otherwise cease his relationship with, be employed by, consult with or provide services to any entity, that is a competitor of the Business▇▇▇▇▇▇ Entities; and (C) shall not solicit, with respect divert or take away, or attempt to divert or to take away, the business or patronage of any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDEDcustomers or accounts, that such consent shall be given or prospective customers or accounts, of any ▇▇▇▇▇▇ Entity, which were contacted, solicited or served by Parent if reasonable provisions can be made to prevent any ▇▇▇▇▇▇ Entity during the disclosure time the Executive was employed by any ▇▇▇▇▇▇ Entity. If the Executive violates any of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.66(d), but following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) the Executive provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 4.6 6(d) shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or determined to be for a length invalid or unenforceable, by reason of time which is not permitted by applicable lawbeing vague or unreasonable as to area, duration or in any way construed scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be too broad reasonable and enforceable by the court or to any extent invalid, such provision shall not be construed to be null, void other body having jurisdiction over the matter; and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform Executive agrees that this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein6(d) as so amended shall be valid and enforceable under such applicable lawbinding as though any invalid or unenforceable provision had not been included herein. The Seller acknowledges that the Buyer would be irreparably harmed by any breach For purposes of this Section 4.6 6, Executive and the Company agree that there would be no adequate remedy at Competitive Business shall mean (i) the inmate telephone business, (ii) the pay telephone business, (iii) the business of selling, leasing or otherwise providing law enforcement management systems, jail management systems, victim notification systems and/or other tracking or in damages record systems to compensate the Buyer for inmate, jail or correctional facilities, and/or (iv) any such breach. The Seller agrees significant business that the Buyer shall be entitled to injunctive relief requiring specific performance by ▇▇▇▇▇▇ Entities are engaged in on the Seller date of this Section 4.6, and termination or expiration of the Seller consents to the entry of an order thereofEmployment Period.

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor 4.1 Sava▇▇▇▇▇ ▇. ▇▇ees that for a period commencing on the Retirement Date and concluding upon the earlier to occur of (a) two (2) years after the Retirement Date and (b) the date subsequent the Retirement Date upon which the Company is in material breach of any material provision of this Agreement (provided that Sava▇▇▇▇▇ ▇▇▇ifies the Company in writing of such breach and the Company does not cure such breach within ten (10) days of the receipt of such notice from Sava▇▇▇▇▇), ▇ava▇▇▇▇▇ ▇▇▇ll not own, manage, operate, control or participate in the ownership, management, operation or control or be employed by or connected in any manner with, any business, firm or corporation which is or may be in competition with the business of the Company, its subsidiaries, affiliates or divisions as such business is constituted on the Retirement Date. 4.2 Anything to the contrary herein notwithstanding, the provisions of this Section 4 shall not be deemed violated by the purchase and/or ownership by Sava▇▇▇▇▇ ▇▇ shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any member securities convertible into or exchangeable or exercisable for such securities) (x) of his immediate family the Company (or any successor thereto), (y) representing (together with any securities which would be acquired upon the exercise of his any such options, warrants or their Affiliates rights or upon the conversion of any other security convertible into or exchangeable or exercisable for such securities) three percent (other than CIBC 3%) or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% less of the outstanding voting shares of any such class of equity securities of any publicly-issuer whose securities are traded entity)on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Sava▇▇▇▇▇ ▇▇▇ll not be otherwise connected with or active in any the business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; issuers described in this Section 4.2 or (iiz) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. entity which is then employing Sava▇▇▇▇▇. ▇▇rther, notwithstanding anything herein to the contrary, in the event that Sava▇▇▇▇▇ may▇▇▇ntifies a potential acquisition, his participation in which would violate the provisions of Section 4.1, whether participating in the acquisition directly, or indirectly or as an intermediary, or otherwise, Sava▇▇▇▇▇ ▇▇▇ll present such potential acquisition to the Company prior to presenting the acquisition to any third party (including himself or any group in which he is a party). In the event that the Company determines not to pursue the potential acquisition, Sava▇▇▇▇▇ ▇▇▇ pursue such acquisition, whether as a participant or an intermediary. The Company will notify Sava▇▇▇▇▇ ▇▇ the Company's determination within fifteen days of its receipt of notice thereof from Sava▇▇▇▇▇. ▇▇ the Company expresses an interest in pursuing such acquisition Sava▇▇▇▇▇ ▇▇▇ll deal with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor Company exclusively for forty-five (45) days after Sava▇▇▇▇▇'▇ ▇▇▇eipt of the BusinessCompany's determination notice to that effect so long as during such period the Company is pursuing such acquisition in good faith. If no definitive agreement for such acquisition is entered into within such period, Sava▇▇▇▇▇ may pursue such acquisition, as a participant or as an intermediary with respect to any business conducted in any territory parties other than the counties listed on Section 9 Company. Sava▇▇▇▇▇'▇ ▇▇▇ticipation in, as an intermediary or otherwise, or consummation of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined acquisition in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in accordance with this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision 4.2 shall not be construed deemed to be null, void and violate the provisions of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof4.1.

Non-Competition. (a) The Seller Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company, the amount of sensitive and confidential information involved in the discharge of the Executive’s position as Senior Vice President, Finance, and Chief Financial Officer, and the harm to the Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that for a during the entire period of five full years from that he is employed by the Closing DateCompany, neither it nor he shall not, directly or indirectly in any of its officers manner or Affiliates capacity (other than CIBC and CVF)e.g., nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any as an advisor, principal, agent, partner, officer, director, shareholder, employee, member of his immediate family any association or otherwise) engage in, work for, consult, provide advice or assistance or otherwise participate in any of his or their Affiliates (other than CIBC or CVF) shall, without activity that is competitive with the prior written consent business of the Parent: (i) engageCompany. The Executive further agrees that during such period he will not assist or encourage any other person in carrying out any activity that would be prohibited by the foregoing provisions of this Section 11 if such activity were carried out by the Executive and, in particular, the Executive agrees that he will not induce any employee of the Company to carry out any such activity; provided, however, that the “beneficial ownership” by the Executive, either directly individually or indirectly, as a principal or for its own account or solely or jointly with othersmember of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Exchange Act, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% one percent (1%) of the outstanding voting securities stock of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be publicly held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability corporation shall not affect any other provisions be a violation of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained hereinRestated Agreement. It is further expressly agreed that the intention Company will or would suffer irreparable injury if the Executive were to compete with the Company or any subsidiary or affiliate of the parties that if any Company in violation of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void this Restated Agreement and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer Company would be irreparably harmed by any breach reason of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall competition be entitled to injunctive relief requiring specific performance by the Seller in a court of this Section 4.6appropriate jurisdiction, and the Seller Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Executive from competing with the Company or any subsidiary or affiliate of the Company in violation of this Restated Agreement. The Executive further agrees that his continued compliance with the foregoing provisions of this Section 11 following his termination of employment with the Company shall be a condition precedent to his entitlement to any severance benefits to be provided under this Restated Agreement. Accordingly, in the event that the Executive breaches the provisions of this Section 11 following his termination of employment with the Company, the Executive shall no longer have the right to receive any salary continuation payments under Section 6.2.2, 7.2.2 or 8.2, whichever is applicable, in excess of the greater of (i) six (6) months of such salary continuation payments or (ii) the actual salary continuation payments made to date (with such limited salary continuation payments to serve as the consideration for his requisite Release), shall immediately terminate, any stock options or other equity awards outstanding at the time of such breach shall, to the extent those options or awards vested on an order thereofaccelerated basis pursuant to Section 3.3.2, immediately terminate and cease to be outstanding or exercisable, and the extension of the post-termination exercise period provided for the Executive’s outstanding stock options pursuant to Section 3.3.2 shall be immediately cancelled, whether or not those outstanding options vested on an accelerated basis.

Non-Competition. (a) The Seller Executive agrees that for a period of five full years that, from the Closing DateNon-Competition Covenant Effective Date through the Restricted Period, neither it nor the Executive will not directly or indirectly provide services, whether as an owner, officer, director, partner, member, employee, agent, consultant, advisor or developer or in any similar capacity, to any other business entity that is engaged or seeks to become engaged in any line of its officers business conducted by the Company Group, or Affiliates (other than CIBC and CVF)which the Company Group have active plans to conduct, nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or in each case, in any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent state of the Parent: United States and any country outside the United States in which the Company Group conducts its business (iprovided that the Executive shall not be prohibited from owning up to five percent (5%) engageof the outstanding stock of a corporation which is publicly traded or from being a passive investor in an externally managed investment fund or vehicle whose principal investment strategy is not directed toward investing in entities that in engage in or operate any line of business conducted by the Company Group, either or which the Company Group have active plans to conduct, so long as the Executive has no active participation in the business of such corporation, fund or vehicle and, in each case, in which the Executive, directly or indirectly, as does not have the ability to, and does not seek to exercise any, control or exercise any managerial or investment influence). The post-employment restrictions in this Section 7 shall not apply in the case of a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% termination of the outstanding voting securities of any publicly-traded entity)Executive’s employment by the Company Group without Cause. The Executive acknowledges and agrees that the compensation, in any business that competes with including the Business as it exists on the Closing Date in any of those counties listed initial equity awards described in Section 9 of 4(c) above, provided to the Disclosure Schedule where Executive by the Business is conducted on Company Group under this Agreement constitute fair and reasonable, mutually agreed upon consideration for the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions restrictions contained in this Agreement, including, without limitation, in this Section 4.6 7. If the Executive has unlawfully taken, physically or electronically, property belonging to the Company Group, or has breached any fiduciary duties owed to the Company Group, the duration of the post-service restrictions in this Section 7 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions extended to two years following the termination of the Executive’s employment. The Executive acknowledges that he has been provided notice of this Section 4.6, but 7 at least 10 business days prior to this Section 4.6 shall be construed as if such invalid7 becoming effective, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law he or in damages she has the right to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled consult with counsel prior to injunctive relief requiring specific performance by the Seller of signing this Section 4.6, and the Seller consents to the entry of an order thereofAgreement.

Non-Competition. (a) The Seller agrees that During the term of his employment and for a period of five full years from one year following the Closing Date, neither it nor any termination of its officers or Affiliates this Agreement (other than CIBC and CVFthe “Restricted Period”), nor ▇▇▇▇▇ ▇the Employee agrees that he shall not, without the prior written consent of the Employer, own any equity interest in, be employed by, or act as a consultant to, any corporation, partnership, limited liability company or other entity (each, an “Entity”) that is engaged in competition with the Business of the Employer or Holdings (as the term “Business” is defined in this Section 13 below), except that the Employee may be employed by, or act as a consultant to, any corporation, partnership, limited liability company or other entity that has been specifically approved by the Board. The provisions of this Section 13 shall not apply to any Entity in which the net revenues of the competing Business in the fiscal year immediately preceding the acquisition did not exceed five (5%) percent of the aggregate net revenues of the Business of the Employer or Holdings. In addition, the provisions of this Section 13 shall not apply to any (i) non-profit and corporate boards and committees or (ii) any industry associations, either of which may be for an Entity in the same Business as the Employer or Holdings. For purposes of this Section 13, the term “Business” shall mean and be limited to (a) the production and sale of one or more print and digital publications, (b) the establishment and production of seminars, conferences or events, and (c) other e-commerce initiatives and licensing of the “High Times”® brand, including the development of an e-commerce store offering clothing and other products; in each case, associated with cannabis or dedicated primarily to cannabis and the cannabis culture. Notwithstanding the foregoing, in the event Employee’s employment terminates in accordance with Section 7.2 this Agreement or ▇▇▇▇▇▇▇▇ or any member of shall have the right and shall elect to exercise his immediate family or any of his or their Affiliates (other than CIBC or CVFrepurchase right in accordance with Article VI(c) shall, without the prior written consent of the Parent: (i) engagePurchase Agreement, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% beginning on such respective date of the outstanding voting securities of any publicly-traded entity)events set forth above, in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in this Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent 13 shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) null and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of have no further force or effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. For the period beginning with the Effective Date and continuing thereafter until, (ax) The Seller agrees that for a period of five full years from if before the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent first annual anniversary of the ParentEffective Date the expiration of six (6) months after termination of Employee's employment with the Company, or (y) if after the first annual anniversary of the Effective Date the expiration of nine (9) months after termination of Employee's employment with the Company, then Employee covenants, warrants and represents that he will not: (i) engage, either engage directly or indirectly, alone or as a principal shareholder, partner, officer, director, employee or for its own account consultant of any other business organization, including as an agent or solely reseller of another company that engages in any business activities that are directly competitive with the Company, including but not limited to the web conferencing, eLearning or jointly audio conferencing industries; (ii) divert to any competitor of the Company any customer of the Company or induce a customer to cease doing business with othersthe Company or, (iii) solicit or as shareholders, members, partners encourage any employee of the Company to leave their employment with the Company or seek employment by or with any competitor of the like Company or hire directly or indirectly any employee of the Company. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (other than through the ownership of not more i) owning less than 5% of the outstanding voting securities common stock of any publicly-publicly traded entity), in any corporation conducting business activities that competes are competitive with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; Company or (ii) affirmatively solicitserving as an officer, other than through a general solicitationdirector, the employment of any stockholder or employee of the Business as an entity whose business operations are not competitive with those of the Closing DateCompany. ▇▇▇▇▇▇▇▇ may, with Employee will continue to be bound by the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or 9 are determined to be for a length invalid or unenforceable, by reason of time which is not permitted by applicable lawbeing vague or unreasonable as to area, duration or in any way construed scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be too broad reasonable and enforceable by the court or to any extent invalid, such provision shall not be construed to be null, void other body having jurisdiction over the matter; and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform Employee agrees that this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) 9 as shall so amended will be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by binding as though any breach of this Section 4.6 and that there would be no adequate remedy at law invalid or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofunenforceable provision had not been included herein.

Non-Competition. In recognition of the highly competitive nature of CMC's business, the Executive agrees that (i) so long as he is an employee or officer of CMC and (ii) for three years after his termination of employment with CMC; (a) The Seller agrees that for a period of five full years from the Closing DateExecutive will not, neither it nor any of its officers directly or Affiliates indirectly (other than CIBC and CVFon behalf of CMC), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as owner, partner, joint venturer, employee, broker, agent, principal, trustee, corporate officer, licensor, consultant or in any member capacity whatsoever, engage in, become financial interested, or have any connection with, any business located in the United States engaged in the marketing or manufacturing of his immediate family or any of his or their Affiliates buses (other than CIBC on behalf of CMC) by supplying competing products or CVF) shallproviding competing services to any customer with whom CMC has done any business during the Executive's employment with CMC, without the prior written consent of the Parent: (i) engagewhether as an officer, either directly or indirectlydirector, as a principal or for its own account or solely or jointly with othersproprietor, employee, partner, or as shareholders, members, partners or the like investor (other than through the ownership as a holder of not more less than 51% of the outstanding voting securities capital stock of any publicly-a publicly traded entitycorporation), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; consultant, advisor, agent or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetssales representative. (b) The Executive will not directly or indirectly induce employees of CMC to engage in any activity hereby prohibited to the Executive or to terminate their employment with CMC. (c) If any provisions one or more of the terms contained in this Section 4.6 6 shall for any reason be held invalid, illegal or unenforceable in any respectunenforceable, such invalidity, illegality or and unenforceability shall not affect any other provisions term therein, but such term shall be deemed deleted, and such deletion shall not affect the validity of the other terms of this Section 4.66 or any other Section of this Agreement, but or the obligations of the Executive under any other agreements with CMC. Alternatively, if any one or more of the terms contained in this Section 4.6 6 shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or activity, that term shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held in a manner to cover a geographic area or enable it to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but enforced to the extent such provision would be valid or enforceable under compatible with applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (ai) The Seller In consideration of the Confidential Information provided to the Executive and the other benefits provided to Executive pursuant to this Agreement, Executive agrees that for that, if Executive’s employment ends during the Term, then during a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates six (other than CIBC and CVF6) month Non-Compete Period (as defined below), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallExecutive will not, without the prior written consent of the Parent: Company (i) engagewhich shall not be unreasonably withheld), either directly or indirectly, either as a principal an individual or for its own account as an employee, officer, director, shareholder, partner, equity participant, sole proprietor, independent contractor, consultant or solely or jointly with othersin any other capacity conduct any business, or assist any person in conducting any business, that is directly in competition with the Company’s Business (as shareholders, members, partners defined below) in the Territory (as defined below). It is expressly agreed and understood that this restriction is not intended to and shall not prevent Executive from employment or the like (other than through engagement by a person or entity that competes with Company’s Business as long as Executive does not personally compete or assist such person or entity in such restricted competition. The terms of this Section 8(a) shall not apply to the ownership by Executive of not more less than 5% of the outstanding voting a class of equity securities of an entity, which securities are publicly traded on any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or national securities exchange. (ii) affirmatively solicit, other than through For any termination except for a general solicitationtermination by the Company for Cause, the Non-Compete Period shall commence upon the date that notice of termination of employment is delivered or deemed delivered under the notice provisions of any employee this Agreement, it being acknowledged and agreed that the Non-Compete Period may commence to run, or even completely run, during a period of time during which Executive is in fact employed by the Business as Company (assuming that he continues to be so employed after the delivery of such notice of termination). In the Closing Date. ▇▇▇▇▇▇▇▇ mayevent of a termination by the Company for Cause, the Non-Compete Period shall commence upon the date that Executive’s employment with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsCompany ends. (biii) If any provisions contained in this For purposes of Section 4.6 shall for any reason be held invalid8(a), illegal the “Company’s Business” means the businesses conducted by the Company or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is its subsidiaries at the intention time of the parties Executive’s termination of employment over which the Executive has primary responsibility at the time of the Executive’s termination of employment (it being agreed and understood that if other aspects of the businesses conducted by the Company or its subsidiaries is not within such definition). (iv) For purposes of Section 8(a), the “Territory” shall mean (A) a seventy-five (75) mile radius from any of the restrictions or covenants contained herein is held to cover Company’s refining facilities, (B) a geographic area or to be for seventy-five (75) mile radius from any of the Company’s wholesale refined products distribution facilities and (C) a length fifty (50) mile radius from any of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofCompany’s retail fuel and/or convenience merchandise facilities.

Non-Competition. (a) The Seller 2.1 Employee agrees that during the term of this Agreement and for a period of five full years from one (1) year after he ceases to be employed by the Closing DateCompany he will not, neither it nor any directly or indirectly, for Employee's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which Employee holds less than 5% of its officers or Affiliates (other than CIBC the outstanding shares) and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engageCompany - interest Employee in or engage in any business or enterprise, either anywhere, that competes, directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where Company, that exists now or in the Business future or is conducted based on similar technology to the Closing Date; technology that was developed by the Company. 2.2 Employee agrees that during a period of twenty four (24) months commencing as of the termination of this Agreement, Employee shall not employ directly or (ii) affirmatively solicit, other than through a general solicitation, indirectly any individual employed by the employment of Company and/or solicit any employee of the Business as Company to leave the Company during the twenty four (24) month period, following such date of termination. 2.3 Employee acknowledges that the restricted period of time specified under Sections 2.1 and 2.2 above are reasonable, in view of the Closing Date. ▇▇▇▇▇▇▇▇ may, with nature of the prior consent of Parent, be employed by, consult with or provide services to any entity, that business in which the Company is a competitor engaged and Employee's knowledge of the Business. 2.4 Notwithstanding anything contained in Section 2.3 to the contrary, with respect if the period of time under this Section 2 above should be determined to any business conducted be unreasonable in any territory other than judicial proceeding, then the counties listed on Section 9 period of time and area of the Disclosure Schedule; PROVIDED, that such consent restriction shall be given by Parent if reasonable provisions can reduced so that this Agreement may be made to prevent the disclosure of Confidential Information (as defined enforced in the Consulting Agreement) such area and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, during such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length period of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid determined to be reasonable by such judicial proceeding. 2.5 The Employee declares and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.that:

Non-Competition. (a) The Seller agrees that for a During the period of five full Employee's employment hereunder, for one (1) year after any termination of Employee's employment under Section 4(b) or 4(c) and for three (3) years from after any termination of Employee pursuant to Section 4(a) hereof, the Closing DateEmployee shall not, neither it nor within any state in which the Company or any subsidiary of the Company is duly qualified to do business, or in any state in which the Company is then providing services or marketing its officers services (or Affiliates (other than CIBC and CVFengaged in active discussions to provide such services), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or within a one hundred (100) mile radius of any member of his immediate family such state, directly or indirectly own any of his interest in, manage, control, participate in, consult with, render services for, or their Affiliates (other than CIBC or CVF) shall, without in any manner engage in any business competing with the prior written consent businesses of the Parent: Company as such businesses exist or are in development on the date of the termination of the Employee's employment (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or unless the like (other Board of Directors shall have authorized such activity and the Company shall have consented thereto in writing). Investments in less than through the ownership of not more than 5% five percent of the outstanding voting securities of any publicly-traded entityclass of a corporation subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, shall not be prohibited by this Section 5. At the option of Employee and so long as Employee shall have executed the mutual release required under Section 4(d), in any business that competes with Employee's obligations under this Section 5 arising after the Business as it exists on the Closing Date in any termination of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent Employee shall be given by Parent if reasonable provisions can suspended during any period (except for a Deferral Period) in which the Company fails to pay to him Termination Payments required to be made paid to prevent the disclosure of Confidential Information (as defined in the Consulting him pursuant to this Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other . The provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but 5 are subject to the extent such provision would be valid or enforceable under applicable law, a court provisions of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach 14 of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofagreement.

Non-Competition. (a) The Neither Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without directly or indirectly, during the prior written consent of five (5) year period commencing on the ParentClosing Date: (i) engageengage anywhere in the world in the Business (whether through ownership, either directly or indirectlymanagement, as a principal or for its own account or solely or jointly with othersoperations, control, under Contract, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entityotherwise), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of divert or attempt to divert from Purchaser any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with business or provide customers for products or services to any entity, that is a competitor of provided by the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained Notwithstanding anything to the contrary in this Section 4.6 shall for 4.05, (i) Seller and its Affiliates may continue to operate Seller’s other businesses within its Performance Products & Solutions segment, including its plastisols, compounding, coating materials, toll compounding and any reason be held invalidof its other businesses outside of its Performance Products & Solutions segment, illegal in each case whether or unenforceable not involving PVC, and (ii) the acquisition by Seller or any of its Affiliates following the Closing of a Person engaged in any respect, such invalidity, illegality or unenforceability the Business shall not affect be deemed a violation of this Section 4.05, provided, that the business of the acquired Person otherwise prohibited by this Section 4.05 represents less than fifteen percent (15%) of such Person’s consolidated gross sales for its most recent completed fiscal year, and provided further that Seller or such Affiliate sells, divests or otherwise transfers the Person or assets engaged in the Business to a Person other than Seller or any other of its Affiliates within twelve (12) months of the date on which such acquisition is consummated. (c) It is the desire and intent of the parties to this Agreement that the provisions of this Section 4.6, but this Section 4.6 4.05 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but enforced to the fullest extent such provision would be valid permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach portion of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer 4.05 shall be entitled adjudicated to injunctive relief requiring specific performance by be invalid or unenforceable, this Section 4.05 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the Seller operation of this Section 4.6, and 4.05 in the Seller consents to the entry of an order thereofparticular jurisdiction in which such adjudication is made.

Non-Competition. (a) The Seller Executive covenants and agrees that during employment and for a period of five full years from twelve (12) months after the Closing DateExecutive’s employment with the Company ends for any reason, neither it nor any of its officers the Executive will not (as an employee, consultant, director, owner, partner, or Affiliates (other than CIBC and CVFotherwise), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ directly or any member indirectly, anywhere in the Territory, on behalf of his immediate family or any for the benefit of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parenta Competitive Business: (i) engageperform duties or services that are the same as, either directly or indirectlysimilar in function or purpose to those Executive performed for the Company in the Look Back Period, (ii) assist a Competitive Business in producing, developing or improving a Conflicting Product, or (iii) accept competing business from a Company customer, or otherwise knowingly interfere with the relationship between the Company and one of its customers, vendors, or suppliers. If the Executive is placed on Garden Leave, as a principal or for its own account or solely or jointly with othersprovided in Section 5, or as shareholders, members, partners or the like months he spends on Garden Leave shall be offset against this 12-month restriction. Nothing in this Employment Agreement shall be construed to prevent the Executive from having an interest of less than one percent (other than through the ownership of not more than 5% 1%) of the outstanding voting securities shares of capital stock of any publicly-company which is traded entity), in any business that competes with on a nationally recognized stock exchange. The Executive agrees and acknowledges that: (i) the Business as it exists on provisions of this Section 8(e) are reasonable and necessary for the Closing Date in any of those counties listed in Section 9 protection of the Disclosure Schedule where Company and the Business is conducted on the Closing DateGroup; or (ii) affirmatively solicit, other than through a general solicitation, such provisions contain reasonable limitations as to the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business time and the Assets. scope of activity to be restrained; (biii) If any provisions the consideration provided in this Employment Agreement is sufficient to compensate the Executive for the restrictions contained in this Section 4.6 shall for any reason be held invalid8(e), illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other regardless of how his employment is terminated and (iv) the provisions of this Section 4.6, but 8(e) will not unduly limit the Executive in finding or obtaining employment in a capacity or at a level of compensation similar to that which the Executive has under this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofEmployment Agreement.

Non-Competition. (a) The Seller agrees that for a period None of five full years from the Closing DateBD, neither it nor any of its officers or Affiliates (other than CIBC ND and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) MD shall, without the prior written consent whether directly or indirectly, on their behalf or on behalf of the Parent: any other Person: (i) engage, either including as Manager, employee, agent or counsel, in any business competing with the activities operated by any of the Group Companies as of the date of such engagement (the "Competing Business"), (ii) finance, in any manner whatsoever, any Person that is engaged in the Competing Business; (iii) own, in any manner whatsoever, a shareholding, in the share capital of any Entity that is engaged in the Competing Business; including any voting rights or any other rights giving access directly or indirectly, as a principal immediately or for its own account in the future to the share capital of such Entity (iv) prospect, solicit or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in enter into any business that competes relationship with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, Person that is a competitor customer or a supplier of any Group Company nor attempt to convince such Persons to terminate or modify, by any means, their business relationship with the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsGroup Companies. (b) If The undertakings under paragraph (a) above shall apply to the European Union and the European Free Trade Association. (c) BD, ND and MD further undertake not to approach, solicit or employ any provisions of the Managers or employees of any Group Company nor attempt to convince such persons to terminate, by any means, its, his or her duties. (d) BD, ND and MD shall ensure that their Affiliates comply with the undertakings provided in this Clause 9. (e) The undertakings provided in this Clause 9 will remain in force for a period of (i) three (3) years from and after the Initial Closing Date for BD and (ii) three (3) years from and after the Subsequent Closing Date for ND and MD. (f) Each of BD, ND and MD expressly acknowledges that the scope of the non-compete undertakings as contained in this Section 4.6 Clause 9 are adequate to reflect the requirement for the protective interests of the Group Companies and that such undertakings shall not prevent them to exercise another professional activity consistent with their professional training and experience. (g) BD, ND and MD acknowledge that the non-compete undertakings under this Clause are accessory to the Acquisition and therefore may not constitute the grounds for any reason compensation in addition to the Purchase Price mentioned in Clause 3 (Initial Acquisition - First Tranche Purchase Price and Payment). (h) BD, ND and MD acknowledge that the violation of any such undertakings shall generate a damage to the Group Companies of such significance that it would not be held invalidsufficiently compensated by the allocation of damages. Consequently, illegal the Purchaser expressly reserves the right, which is agreed upon by BD, ND and MD, to request any conservatory or unenforceable in enforceable measure to prohibit the conduct of any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if activities which violates any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or undertakings provided in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofClause.

Non-Competition. (a) The Seller Executive agrees that given the extent and nature of the Confidential Information he obtains during the course of his employment, it would be inevitable that such Confidential Information would be disclosed or utilized by the Executive should he obtain employment from, or become associated with, an entity or person that is engaged in a business whose products or services are substantially similar in function or capability to the products or services then being developed, manufactured or sold by the Company, and are marketed to substantially the same type of user as that to which the products and services of the Company are marketed or proposed to be marketed. In order to protect the Confidential Information Executive obtains during the course of his employment, Executive agrees that, so long as Executive is employed by the Company and for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates six (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member 6) months after termination of his immediate family or employment for any of his or their Affiliates (other than CIBC or CVF) shallreason, Executive shall not, without the prior written consent of the Parent: (i) engageCompany, either directly or indirectly, including without limitation through a partnership, joint venture, corporation or other entity or as a principal consultant, director or for its own account employee, engage in a business whose products or solely services are substantially similar in function or jointly with otherscapability to the products or services then being developed, manufactured or sold by the Company, and are marketed to substantially the same type of user as shareholders, members, partners or that to which the like (other than through the ownership of not more than 5% products and services of the outstanding voting securities Company are marketed or proposed to be marketed. The parties hereto agree that both the scope and nature of the covenant and the duration and area for which the covenant not to compete set forth in this Article VI is to be effective are reasonable in light of all facts ---------- and circumstances. In the event that any publicly-traded entity)provision of this Agreement, including without limitation any provision of this Article VI, shall to any extent be held ---------- invalid, unreasonable or unenforceable, in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitationcircumstances, the employment parties hereto agree that the remainder of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business this Agreement and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, application of such invalidity, illegality or unenforceability shall not affect any other provisions provision of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held Agreement to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as circumstances shall be valid and enforceable under such applicable to the fullest extent permitted by law. The Seller acknowledges If any provision, or any part thereof, is held to be unenforceable because of the scope or duration of or the area covered by such provision, the parties hereto agree that the Buyer would be irreparably harmed court making such determination shall have the power, and is hereby asked by any breach the parties, to reduce the scope, duration and/or areas of this Section 4.6 such provisions (and that there would be no adequate remedy at law or in damages to compensate the Buyer substitute appropriate provisions for any such breach. The Seller agrees that unenforceable provisions) in order to make such provisions enforceable to the Buyer fullest extent permitted by law, and/or to delete specific words and phrases, and such modified provisions shall then be enforceable and shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofenforced.

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing DateI undertake that, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without absent the prior written consent of the Parent: Company, for the Consulting Term and for a period of 18 (ieighteen) engagemonths thereafter, either I will not be involved, whether directly or indirectly, as a principal in any way, in any activity which is competitive with the Company or for its own account or solely or jointly with othersthe Company’s Operations. For purposes of this Section 3, the “Company’s Operations” shall mean the Company’s Business and/or any other field approved by the Board of Directors of the Company during the Consulting Term which the Company, during the Consulting Term, engages in, enters into, or takes active steps towards entering into (all including research and development activity). I expressly acknowledge that the business objectives and targeted operating market of the Company are world-wide, and consequently the obligations prescribed in this Section 3 shall apply on a world-wide basis, For the purpose of this Section 3, “directly or indirectly” includes doing business as shareholdersan owner, membersan independent contractor, partners shareholder, director, partner, manager, agent, employee or the like (other than through the ownership of consultant, but does not more than 5include holding up to 3% of the outstanding voting securities free market shares of any publicly-publicly traded entity)companies. I further undertake that for a period of 18 (eighteen) months after the Consulting Term, I will not employ, offer to employ or otherwise engage or solicit for employment any person who is or was , during the 12 (twelve) month period prior to the end of the Consulting Term, an employee or exclusive consultant, exclusive supplier or exclusive contractor of the Company, and shall not conduct, whether directly or indirectly, any activity which intervenes in the relationship between the Company and any of its employees, contractors, or consultants. I hereby acknowledge that the provisions of the Section 3 are reasonable and necessary to legitimately protect the Company’s Confidential Information, IP Rights and property (including intellectual property and goodwill) to which I, in any business my position in the Company, have been and will continue to be exposed, and that competes with my compensation under the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, Agreement incorporates special consideration with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsfor this non-competition undertaking. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (a) The Seller Executive agrees that he shall not, for a period of five full two years from following the Closing Date, neither it nor any of its officers or Affiliates Effective Date (other than CIBC and CVFthe "Non-Competition Period"), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engageCompany, either directly or indirectly, indirectly (whether as a sole proprietor, partner, venturer, stockholder, director, officer, consultant, member, employee or in any other capacity as principal or for its own account agent or solely through any person, corporation, partnership, entity or jointly employee acting as nominee or agent) conduct or engage in or be interested in or associated with othersany firm, association, syndicate, partnership, company, corporation or other entity which conducts or engages in the bicycle or motorsports manufacturing, marketing or distribution business, or as shareholdersany other business engaged in by the Company on the Effective Date, membersin any geographic areas in which the Company is then so engaged in business, partners nor shall Executive interfere with, disrupt or attempt to disrupt the like (relationship, contractual or otherwise, between the Company, on the one hand, and any customer, supplier, lessor or lessee of the Company, on the other than through hand, nor shall the ownership Executive directly or indirectly solicit or induce any Company employee to leave the employ of the Company or hire or attempt to hire any such employee to provide any services to any person or entity that competes with the Company or is preparing to compete with the Company, or with which the Company is preparing to compete; PROVIDED, HOWEVER, that this Section 2 shall not prohibit the Executive from owning beneficially or of record not more than 51% of the outstanding voting equity securities of any publicly-traded entity), in entity whose equity securities are registered under the Exchange Act or are listed for trading on any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; United States or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with foreign stock exchange or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsquotation system. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other It is the desire and intent of the parties that the provisions of this Section 4.6, but this Section 4.6 2 shall be construed as if such invalidenforced in the fullest extent permissible under the laws and public policies applied in each jurisdiction in which employment is sought. Accordingly, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach particular portion of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer 2 shall be entitled adjudged to injunctive relief requiring specific performance by be invalid or unenforceable, the Seller court shall have the power to amend the duration or geographic scope of this Section 4.62 or delete therefrom the portion determined to be invalid or unenforceable, and the Seller consents such amendment or deletion to apply only with respect to the entry operation of an order thereofthis paragraph in the particular jurisdiction in which such adjudication is made.

Non-Competition. (a) The Seller agrees that for a period of five full years from In order to fully protect the Closing DateCompany's --------------- Proprietary Information, neither it nor any of its officers or Affiliates (other than CIBC and CVF)at all times during the Restricted Period, nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallthe Executive shall not, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal perform or for its own account provide managerial or solely executive services on behalf of any person, entity or jointly with othersenterprise which is engaged in, or as shareholdersplans to engage in, membersany business in the United States that directly or indirectly competes with the Company's Business (for this purpose, partners the "Company's Business" is the business of providing employee leasing and other outsourced human resource services.) During the Executive's employment with the Company, the Executive shall not, directly or the like indirectly, have any interest in any business (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business Company) that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Company's Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, provided that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but apply to the extent Executive's ownership or acquisition, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such provision would be valid or enforceable under applicable law, a court corporation. For purposes of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having Agreement the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as "Restricted Period" shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate period during which the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance Executive is employed by the Seller of this Company and, if the Executive's employment with the Company is either terminated by the Company without Cause pursuant to Section 4.65.4, or by the Executive for Good Reason pursuant to Section 5.5c, and the Seller consents Company has paid to the entry Executive all of an order thereofamounts then payable to the Executive pursuant to Sections 5.4 or 5.5c, as applicable, the one (1) year period immediately following the termination of the Executive's employment with the Company.

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: During (i) the Consulting Period and (ii) the two- year period immediately following the expiration or earlier termination of the Consulting Period, the Consultant (A) shall not engage, either anywhere within the geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, alone, in association with or as a principal shareholder, principal, agent, partner, officer, director, employee or for its own account consultant of any other organization, in any "Competitive Business" which competes with any business then being conducted by such Acquisition Entity; (B) shall not solicit or solely encourage any officer, employee, independent contractor, vendor or jointly with othersconsultant of any of the Acquisition Entities to leave the employ of, or as shareholdersotherwise cease his relationship with, membersany of the Acquisition Entities; and (C) shall not solicit, partners divert or take away, or attempt to divert or to take away, the like business or patronage of any of the customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the time the Consultant was engaged by any Acquisition Entity (other than through including any employment of the ownership Consultant prior to the date hereof). Notwithstanding anything herein to the contrary, the Consultant will not be in violation of not more than 5% this provision if he owns five percent or less of the outstanding voting securities stock of any a publicly-traded entity)corporation as to which the Consultant is neither an officer, in director, nor employer. If, at any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitationtime, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.66(d) shall be determined to be invalid or unenforceable, but by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 4.6 6(d) shall be construed considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or shall be determined to be for a length of time which is not permitted reasonable and enforceable by applicable law, the court or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void other body having jurisdiction over the matter; and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform Consultant agrees that this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein6(d) as so amended shall be valid and enforceable under such applicable lawbinding as though any invalid or unenforceable provision had not been included herein. The Seller acknowledges that the Buyer would be irreparably harmed by any breach For purposes of this Section 4.6 6(d), Consultant and Company agree that there would be no adequate remedy at law Competitive Business shall mean the corrections or in damages to compensate penal management businesses and the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6administration or servicing thereof, and the Seller consents to inmate telephone business and the entry of an order thereofpay telephone business generally.

Non-Competition. During the Employment Period and after termination of Executive’s employment hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Restricted Business Activities, as defined below, for the period ending twelve (a12) The Seller agrees months after the date of termination of Executive’s employment (the “Non-compete Period”) provided that for the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term “Restricted Business Activities” shall mean any business which markets and sells to customers of a period of five full years from the Closing Date, neither it nor class or category to which FGX Holdings or any of its officers subsidiaries, markets and sells at the time Executive’s employment terminated products or Affiliates (other than CIBC services marketed and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family sold by FGX Holdings or any of his its subsidiaries at such time or their Affiliates (other than CIBC products or CVF) shallservices which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to such customers. During the Non-compete Period, Executive shall not, without the prior written consent approval of the Parent: (i) engageCompany, either directly or indirectly, either as a principal an individual, partner, joint venturer, employee or agent for its own account any person, company, corporation or solely or jointly with othersassociation, or as shareholdersan officer, membersdirector or stockholder of a corporation or otherwise, partners enter into or engage in or have a proprietary interest in the like (Restricted Business Activities other than through the ownership of not (a) the stock of FGX Holdings then held by Executive, and (b) no more than five percent (5% %) of the outstanding voting securities of any other publicly-traded entity), in any business held company. Executive recognizes and agrees that competes with the Business as it exists on the Closing Date in because a violation by him of his obligations under this Section 9 will cause irreparable harm to FGX Holdings or any of those counties listed its subsidiaries that would be difficult to quantify and for which money damages would be inadequate, any party included in the definition of FGX Holdings or any of its subsidiaries shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9. Executive expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the Disclosure Schedule where circumstances as they exist at the Business is conducted on the Closing Date; or (ii) affirmatively solicitdate upon which this Agreement has been executed. However, other than through should a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can determination nonetheless be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe at a later date that the character, duration or geographical scope of such obligations is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and interpret or reform the Company that Executive’s obligations under this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as 9 shall be valid construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and enforceable necessary to assure the Company of the intended benefit of Executive’s obligations under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof9.

Non-Competition. During the twenty-four (a24) The Seller agrees period that for a period commences on the Termination Date and ends on the second anniversary of five full years from the Closing Termination Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallthe Executive shall not, without the prior written consent of the ParentCompany, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to a material extent with any line of business of the Company or its subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the “over-the-counter market.” The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Change of Control Event if (a) the Executive’s employment has been terminated by the Company without Cause within two years following such Change in Control Event, (b) the Executive terminates his/her employment as the result of a Constructive Termination within two years following such Change in Control Event or (c) the Company elects, within two years following such Change in Control Event, not to extend the term of employment. The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Potential Change in Control if: (i) engagethe Executive’s employment is terminated without Cause within two years following such Potential Change in Control, either directly and such termination is at the request or indirectly, as direction of or pursuant to negotiations with a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes Person who has entered into an agreement with the Business as it exists on Company the Closing Date consummation of which will constitute a Change in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing DateControl; or (ii) affirmatively solicit, other than the Executive’s employment is terminated through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted Constructive Discharge without Cause within two years following such Potential Change in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6Control, and the Seller consents circumstances or events which constitute the basis for Executive’s claim of Constructive Discharge occur at the request or direction of, or pursuant to negotiations with, such Person, iii) the entry Company elects, within two years following such Potential Change in Control, not to extend the term of an order thereofemployment, and such election was at the request or direction of or pursuant to negotiations with such Person; or iv) the Executive’s employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs.

Non-Competition. (a) The Seller agrees that for a period of five full years from During the Closing DateTerm, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) Executive shall not engage, either directly or indirectly, as a principal or for its his own account or solely or jointly with others, or as shareholdersa stockholder or equity owner of, membersor officer, partners director, employee or consultant of, any corporation or other entity engaged in any business in any state within the like (other than through United States of America that competes with the ownership business of not more than the Company; provided, that nothing herein shall prohibit the acquisition by the Executive of an interest representing 5% or less of the outstanding voting securities shares of any publicly-traded entitycorporation engaged in a competitive business. Notwithstanding anything in this Agreement (including Sections 7.1(a) and 7.1(b)) to the contrary, the Company hereby acknowledges that, prior to the execution of this Agreement, Executive invested $25,000 in any business CWH, LLC d/b/a The Lazy Dog Restaurants (the "Investment") and the Company agrees that competes with the Business as it exists on the Closing Date in any Investment shall not constitute a violation of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; Sections 7.1(a) or (iib) affirmatively solicitof this Agreement; provided, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entityhowever, that is a competitor the Executive shall not make any further investment in, provide any advice to, or be involved in the management or operations of the BusinessCWH, LLC, or otherwise take any action with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDEDCWH, LLC that such consent shall would be given prohibited by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting this Agreement) and to otherwise protect the Business and the Assets. (b) If During the three (3) year period following the termination of the Executive's employment with the Company (whether voluntary or involuntary), the Executive shall not engage, either directly or indirectly, as a principal or for his own account or solely or jointly with others, or as a stockholder or equity owner of, or officer, director, employee or consultant of, any provisions contained in this Section 4.6 shall for any reason be held invalidcorporation or other entity, illegal or unenforceable engaged in any respect, such invalidity, illegality restaurant business in any state within the United States of America that (i) is in the "upscale family casual" category; (ii) has a guest check average within 20% (plus or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention minus) of the parties Company's guest check average; and (iii) has a menu, theme or decor that if any is similar to the menu, theme or decor of the restrictions or covenants contained Company's restaurants (a "COMPETING BUSINESS"); provided, that nothing herein is held to cover a geographic area or to be for a length of time which is not permitted shall prohibit the acquisition by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry Executive of an order thereofinterest representing 5% or less of the outstanding shares of a publicly-traded Competing Business.

Non-Competition. (a) The Seller In partial consideration for the Company's agreement to provide Employee access to Confidential Information and the other benefits provided by this Agreement, Employee agrees that while employed by the Company and for a period three years after the termination of five full years from such employment (for any reason) (the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF"Restricted Period"), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallEmployee shall not, without unless Employee receives the prior written consent of the Parent: Board, 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, stockholder, consultant or otherwise, any Person which competes with the Company or its affiliates in the retail marketing of propane and/or butane gas or appliance sales, service and/or repair business in any city or within seventy-five (75) miles in all directions from the boundary of the city limits of any city where the Company or any affiliate conducts such business; provided, however, that following Employee's termination of employment the foregoing restriction shall apply only to (i) engage, either directly those areas where the Company or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any affiliate was actually doing business that competes with the Business as it exists on the Closing Date in any date of those counties listed in Section 9 such termination of the Disclosure Schedule where the Business is conducted on the Closing Date; or employment and (ii) affirmatively solicitthose areas in respect of which the Company or any affiliate actively and diligently conducted at any time during the 12-month period ended on such date of termination an analysis to determine whether or not it would commence doing business in such areas but, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreementcase of each such area the foregoing restriction shall cease to apply when the Company or its affiliates ceases to actively conduct business (disregarding any temporary stoppages) and in such area or, if applicable, abandons its intent to otherwise protect the Business and the Assetsconduct business in such area. (b) If any Employee has carefully read and considered the provisions of this Section 5.2 and, having done so, agrees that the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. Employee understands that the restrictions contained in this Section 4.6 5.2 may limit his ability to engage in a business similar to the Company's business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (c) During the Restricted Period, Employee shall not, whether for any reason be held invalid, illegal his own account or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect for the account of any other provisions Person (excluding the Company), intentionally (i) solicit, endeavor to entice or induce any employee of the Company to terminate his employment with the Company or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Company. (d) It is specifically agreed that the Restricted Period, during which the agreements and covenants of Employee made herein shall be effective, shall be computed by excluding from such computation any time which Employee is in violation of any provision of this Article 5. (e) In the event that any provision of this Section 4.6, but this Section 4.6 5.2 relating to the Restricted Period and/or the areas of restriction shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted declared by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having exceed the maximum enforceable geographic area, time period or areas such court deems reasonable and other provisions (not greater than those contained herein) as shall be valid enforceable, the Restricted Period and/or areas of restriction deemed reasonable and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, court shall become and thereafter be the Seller consents to the entry of an order thereofmaximum time period and/or areas.

Non-Competition. (a) The Seller In consideration of the Corporation's entering into this Agreement: 7.1 Employee agrees that during the Term hereof and, (i) in the event Employee voluntarily terminates his employment or the Corporation terminates Employee's employment for a cause, prior to the expiration of two (2) years following such termination of Employee's employment, or (ii) in the event Employee is terminated for reasons other than for cause, then for such period (not to exceed two (2) years) as the Corporation continues to pay Employee's an amount equal to his annual base salary pursuant to Paragraph 3 he will not directly or indirectly own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, manufacture and/or sale of five full years from any gaming devices or any business entity which is engaged in any other business in which the Closing Date, neither it nor Corporation or any of its officers Affiliates is engaged within any country in the world where Employer does business. Nothing herein contained shall be deemed to prohibit Employee from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or Affiliates traded in the over-the-counter market and Employee's holdings therein represent less than five percent (5%) of the total number of shares or principal amount of other than CIBC securities of such company outstanding. Employee acknowledges that the Corporation's business is international in scope, and CVF)that this limitation upon Employee will not interfere with Employee's ability to gain future employment. 7.2 Employee agrees that Employee will not, nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ during the Term hereof or prior to the expiration of two (2) years following the termination of the Employee's employment for any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallreason, without the prior written consent of the Parent: (i) engageCorporation, either directly or indirectly, as a principal by action alone or for its own account or solely or jointly in concert with others, induce or influence, or seek to induce or influence any person who is engaged by the Corporation or any of its Affiliates as shareholdersan employee, membersagent, partners independent contractor or otherwise, to terminate his employment or engagement, nor shall Employee, directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the like (other than through Corporation. 7.3 Employee acknowledges that the ownership provisions of not more than 5% this Paragraph 7 are reasonable in scope and duration and are necessary for the protection of the outstanding voting securities Corporation. In the event that any provision of this Paragraph 7, including any publicly-traded entity)sentence, in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; clause or (ii) affirmatively solicitpart hereof, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made deemed contrary to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal law or invalid or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted respect by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction jurisdiction, the remaining provisions shall construe not be affected, but shall, subject to the discretion of such court, remain in full force and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period effect and other any invalid and unenforceable provisions (not greater than those contained herein) as shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller enforceable. 7.4 Employee agrees that the Buyer restrictions of this Paragraph 7 shall be entitled assignable by Employer, whether by operation of law or otherwise, to injunctive relief requiring specific performance by any successor in interest to either the Seller game development operations or substantially all of the assets or operations the Corporation. Employee acknowledges and agrees that Ten percent (10%) of Employee’s annual base salary shall be paid for and in consideration of Employer’s right to assign Employee’s agreement not to compete under this Section 4.6, and the Seller consents to the entry of an order thereofParagraph 7.

Non-Competition. (a) The Seller Executive agrees that during the Term and the Advisory Period (if any), and for a six month period following the later of five full years from the Closing Dateexpiration of the Term and, neither if it nor any commences, the Advisory Period (such period, the “Restriction Period”; the portion of its officers or Affiliates (other than CIBC the Restriction Period occurring following the later of the expiration of the Term and CVFthe Advisory Period, the “Additional Period”), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallshe shall not, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with othersany interest in, manage, control, finance, participate in, consult with, or as shareholdersrender any services to any activity or business, membersfor himself or any other person or entity, partners or affiliate, whether or not for remuneration, direct or indirect, contingent or otherwise, which (i) may result in a conflict of interest or otherwise adversely affect the like proper discharge of Executive’s duties with and responsibilities to the Company hereunder or (other than through ii) in any way competes with, or interferes with, any operation of SIIG or any of its subsidiaries (the ownership “Company Group”), provided that this provision shall not prohibit Executive from being a passive owner of not more than 5that 1% of the outstanding voting securities stock of any publicly-company which is publically traded entity)as long as Executive has no active participation in the business of such company. Anything herein to the contrary notwithstanding, in any it shall not be a violation of this Section 7(a) for Executive to provide services to a subsidiary, division or affiliate of a business that competes with the Business Company Group provided that such subsidiary, division or affiliate is not itself engaged, directly or indirectly, in competition with the Company Group and Executive does not himself, directly or indirectly, provide services to, or have responsibilities regarding, such business that competes with the Company Group. Subject to the exceptions stated below in this Section 7(a), the Company shall, as it exists compensation for the inconvenience that this non-competition covenant causes Executive during the Additional Period, pay Executive during the Additional Period per month the difference between Executive’s Base Salary paid by the Company at the time of such termination of the employment and the (lower) salary which Executive earns from any new employment or proceeds of any business activity. However, the compensation payable by the Company shall never exceed sixty (60) per cent of Executive’s monthly Base Salary at the time of such termination of the employment nor be paid during a period which exceeds the period of this non-competition covenant during the Additional Period. For the avoidance of doubt, if Executive does not obtain a new employment or is not engaged in any business activity during the Additional Period, the Company shall pay Executive per month sixty (60) per cent of Executive’s monthly Base Salary at the time of such termination of the employment during the period of this non-competition covenant during the Additional Period. Compensation according to this Section 7(a) shall not be paid in case of Executive’s breach of this non-competition covenant. To enable the Company to calculate the appropriate compensation in accordance with this Section 7(a), Executive is obliged to inform the Company in writing of the level of Executive’s current salary from any new employment or proceeds of any business activity. Such written information shall be provided to the General Counsel of the Company, or any person designated thereby, not later than on the Closing Date 15th day of each month. In the event such written information is not provided in accordance with this Section 7(a), the non-competition covenant shall still apply although the Company shall be released from the obligation to pay compensation for the month in question. Compensation according to this Section 7(a) shall not be paid during any of those counties listed in Section 9 of period for which Executive receives severance pay or other corresponding remuneration post-termination from the Disclosure Schedule Company or where the Business employment is conducted on the Closing Date; terminated (i) due to Executive’s retirement or (ii) affirmatively solicit, other than through a general solicitation, by the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services Company due to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any Executive’s material breach of this Section 4.6 Agreement. In the event of either party’s termination of Executive’s employment and that there would be no adequate remedy at law or during such time as the non-competition covenant remains in damages force, the Company may, subject to compensate one (1) month’s prior written notice, release Executive from the Buyer for any non-competition covenant. In such breach. The Seller agrees that event, the Buyer Company shall be entitled released from the obligation to injunctive relief requiring specific performance by the Seller of pay compensation in accordance with this Section 4.6, and the Seller consents to the entry of an order thereof7(a).

Non-Competition. (a) The Seller In consideration for being given continued access to Confidential Information by the Company upon the execution of this agreement the Employee acknowledges and agrees that for a period that: 11.1. He shall not directly or indirectly engage in the business of five full years from the Closing Date, neither it nor acquiring oil and natural gas reserves and oil and natural gas production and exploitation; or any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or business in which any member of his immediate family the Company Group directly or any of his or their Affiliates (other than CIBC or CVF) shall, without indirectly engages during the prior written consent term of the Parent: (i) engageAgreement. This provision shall apply during the Employment Period and, either for the eight month period following the termination thereof, provided, however, that the restriction in this Section 11 shall apply only to the reasonable and limited geographic area in which any member of the Company Group directly or indirectly has material operations as of the Date of Termination or expiration of this Agreement whichever comes first. For purposes of this Section 11, the Employee shall be deemed to engage in a business if he directly or indirectly, as a principal engages or for its own account invests in, owns, manages, operates, controls or solely participates in the ownership, management, operation or jointly with otherscontrol of, is employed by, associated or in any manner connected with, or as shareholdersrenders services or advice to, membersany business engaged in acquiring oil and natural gas reserves and oil and natural gas production and exploitation; provided, partners however, that the Employee may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the like Securities Exchange Act of 1934 and (other than through y) the ownership Employee does not have Beneficially Ownership of not more than 5% of the outstanding voting securities capital stock of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Datesuch enterprise; 11.2. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret determines that the length of time or reform any other restriction, or portion thereof, set forth in this Section 4.6 11 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid which it deems reasonable and enforceable under such applicable lawthe circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 11 shall remain in full force and effect. The Seller Employee further agrees that if a court of competent jurisdiction determines that any provision of this Section 11 is invalid or against public policy, the remaining provisions of this Section 11 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. 11.3. The geographic area in which the Company Group does business is the continental United States in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the investment of the Company Group in its business and the goodwill associated therewith. The Employee acknowledges that the Buyer would scope and duration of the restrictions contained herein are reasonable in light of the time that the Employee has been engaged in oil and gas industry, his reputation therein and his relationship with the suppliers, customers and clients of the Company Group. The Employee further acknowledges that the restrictions contained herein are not burdensome to the Employee in light of the consideration paid therefor and the other opportunities that remain open to the Employee. Moreover, the Employee acknowledges that he has other means or opportunities available to him for the pursuit of his profession or livelihood that will not be irreparably harmed impaired by any breach the provisions of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof11.

Non-Competition. (a) The Seller Executive agrees that for a period Executive’s employment with OUTFRONT is on an exclusive basis and that, while Executive is employed by OUTFRONT, Executive will not engage in any other business activity which is in conflict with Executive’s duties and obligations (including Executive’s commitment of five full years from time) under this Agreement. Executive further agrees that, during the Closing DateNon-Compete Period (as defined below), neither it nor Executive shall not directly or indirectly engage in or participate in, whether as an owner, partner, stockholder, officer, employee, director, agent of or consultant for, any business which at such time is competitive with any business, division, operation or other activity of OUTFRONT or any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: subsidiaries (i) engagewith respect to which Executive had any responsibility, either directly involvement or indirectlysupervision, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to which Executive had access to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined below) that could benefit such competitor’s business or harm OUTFRONT’s business or (iii) where Executive would provide services of the same or similar nature as services performed by Executive for OUTFRONT, without the written consent of OUTFRONT, as applicable; provided, that (x) this provision shall not prevent Executive from investing as less than a one (1%) percent stockholder in the Consulting Agreementsecurities of any company listed on a national securities exchange or quoted on an automated quotation system or (y) and to otherwise protect the Business and the Assets. (b) If any provisions contained engaging in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions activities set forth in Schedule A hereto (which are hereby consented to by OUTFRONT). The “Non-Compete Period” shall cover the period during Executive’s employment with OUTFRONT and, if Executive’s employment terminates pursuant to paragraphs 8(a) or covenants contained herein is held to cover a geographic area 8(b), shall continue following such termination of Executive’s employment, for the greater of (A) six (6) months or (B) for so long as any payments are to be for a length of time which is not permitted by applicable law, or in any way construed made to be too broad or Executive pursuant to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained hereinparagraph ‎8(c) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 Agreement, unless Executive requests and that there would be no adequate remedy at law or in damages OUTFRONT accepts a written request pursuant to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller paragraph ‎6‎(j) of this Section 4.6Agreement, and the Seller consents to the entry of an order thereofif any.

Non-Competition. The Executive acknowledges that (ai) The Seller the Company is currently engaged in the business of providing high quality, low-cost telephone calls over the Internet and related products and services ("Internet Telephony"), (ii) his work for the company will give him access to trade secrets of and confidential information concerning the Company, and (iii) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive covenants and agrees that for a period of five full years from during the Closing Date, neither it nor any of its officers or Affiliates Restricted Period (other than CIBC and CVFdefined below), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallthe Executive shall not, without the prior written consent of the Parent: Company, (i1) engageengage or participate in the business of developing, either managing or operating any Internet Telephony business (a "Competitive Business") on his own behalf or on behalf of any person or entity, and the Executive shall not acquire a financial interest in any Competitive Business (except for publicly traded equity interests that do not exceed five percent (5%) of such class of equity) or (2) directly or indirectly, as a principal indirectly solicit or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of encourage any employee of the Business as Company or any of its affiliates to leave the employment of the Closing DateCompany or any of its affiliates. ▇▇▇▇▇▇▇▇ mayFor purposes hereof, with the prior consent "Restricted Period" shall be the Agreement Term (as may be terminated pursuant to Section 6 hereof) plus, except in the event of Parent, be employed by, consult with a termination described in Section 6(a) hereof or provide services to any entity, that is the Agreement Term expires as a competitor result of the Businessissuance of a notice of non-extension pursuant to Section 2 hereof, with respect to the 12-month period following any business conducted in any territory other than the counties listed on Section 9 termination of the Disclosure Schedule; PROVIDEDExecutive's employment hereunder. In the event of the issuance of a notice of non-extension pursuant to Section 2, that such consent the Restricted Period shall be given by Parent expire on the effective date of the termination of Executive's employment, except that, if reasonable provisions can be made at the time of the issuance of the notice of non-extension, the Company shall agree to prevent pay Executive his salary and benefits as in effect immediately prior to the disclosure date of Confidential Information (as defined in termination of employment for an additional six months, the Consulting Agreement) and to otherwise protect Restrictive Period shall expire at the Business and end of six months following the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other termination of the Executive's employment. The provisions of this Section 4.6, but this Section 4.6 10 (b) shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if supersede and replace any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance prior non-competition agreement entered into by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofExecutive with Company.

Non-Competition. (a) The Seller agrees that for a period of five full years Except as contemplated by the Transaction Agreements, from the Closing Date, neither it nor any until the second anniversary of its officers or Affiliates the Closing Date (other than CIBC and CVFthe “Non-Compete Period”), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member Parent agrees not to, and shall cause each Person (a “Restricted Person”) that is a Controlled Affiliate of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallParent not to, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, in the Competing Business in the United States; provided, however, that Parent and its Controlled Affiliates shall continue to administer certain policies pursuant to the Reinsurance Administrative Services Agreement, dated as of June 1, 2011, by and between Balboa Insurance Company, Meritplan Insurance Company, Newport Insurance Company and QBE Insurance Corporation. Parent shall not have any obligation under this Section 5.10 with respect to any Restricted Person from and after such time as such Restricted Person ceases to be a Controlled Affiliate of Parent. A Restricted Person shall not include any Person that purchases or receives assets, operations or a business from Parent or one of its Subsidiaries, if such Person is not a Controlled Affiliate of Parent after such transaction is consummated. (b) Notwithstanding anything to the contrary set forth in Section 5.10(a), and without implication that the following activities otherwise would be subject to the provisions of this Section 5.10, nothing in this Agreement shall preclude, prohibit or restrict Parent from engaging, or require Parent to cause any Restricted Person not to engage, in any manner in any of the following: (i) making investments in the ordinary course of business, including in a general or separate account of an insurance company, in Persons engaging in a Competing Business, provided that each such investment is a passive investment where Parent or such Restricted Person: (A) does not have the right to designate a majority of the members of the board of directors or other governing body of such entity or to otherwise influence or direct the operation or management of any such entity, (B) is not a participant with any other Person in any group (as shareholderssuch term is used in Regulation 13D of the Securities Exchange Act of 1934) with such intention or right, members, partners or the like and (other C) owns less than through the ownership of not more than 5% fifteen percent (15%) of the outstanding voting securities (including convertible securities) of such entity; (ii) making investments in the Acquiror or its Affiliates; (iii) selling any publicly-traded entity)of its assets or businesses to a Person engaged in lines of business that compete with the Competing Business; (iv) managing or controlling investment funds that make investments in Persons engaging in a Competing Business, so long as such investments are in the ordinary course of business; (v) providing investment management and similar services to any Person; (vi) providing reinsurance; or (vii) acquiring, merging or combining with any business that competes with the Business as it exists on would otherwise violate this Section 5.10 that is acquired from any Person after the Closing Date in any (an “After-Acquired Business”); provided that either (A) at the time of those counties listed in Section 9 such acquisition, merger or combination, the revenues derived from the Competing Business by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than fifteen percent (15%) of the Disclosure Schedule where gross revenues of the After-Acquired Business is conducted on in the Closing Date; most recently completed fiscal year immediately prior to the date of such acquisition, merger or combination (the “Aggregate After-Acquired Revenues”), or (iiB) affirmatively solicitif at the time of such acquisition, other than through a general solicitationmerger or combination, the employment of any employee Competing After-Acquired Revenues constitute more than fifteen percent (15%) of the Business as Aggregate After-Acquired Revenues then, within twelve (12) months after such acquisition, merger or combination, (x) Parent or such Restricted Person signs a definitive agreement to dispose, and subsequently disposes of, the relevant portion of the Closing Date. ▇▇▇▇▇▇▇▇ maybusiness or securities of such After-Acquired Business, with (y) Parent or such Restricted Person otherwise modifies the prior consent of Parent, be employed by, consult with or provide services to any entity, After-Acquired Business such that is a competitor the Competing After-Acquired Revenues constitute not more than fifteen percent (15%) of the Business, Aggregate After-Acquired Revenues or (z) the business of such After-Acquired Business otherwise complies with respect to any business conducted in any territory other than the counties listed on this Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets5.10. (bc) If Notwithstanding anything herein to the contrary, no provision of this Agreement shall prohibit Parent or any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable Restricted Person from engaging in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or activities set forth in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofSchedule 5.10(c).

Non-Competition. (a) The Seller agrees that for As a period of five full years from the Closing Datematerial and significant inducement to InfoLogix to enter into this Agreement, neither it nor and without allocating any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent portion of the Parent: Merger Consideration, each of the Shareholders agrees that, for the longer of (i) engagethree years from and after the Closing Date or (ii) the term of such Shareholder’s service on the Advisory Board, either such Shareholder shall not, directly or indirectly, either individually, collectively or in combination, for itself or on behalf of any other Person, engage or be financially interested in (as a an agent, consultant, director, employee, independent contractor, officers, owner, partner, principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in otherwise) any business that directly or indirectly competes with the Business business of InfoLogix and the Surviving Corporation as it exists on the Closing Date in any of those counties listed in Section 9 conducted or proposed to be conducted as of the Disclosure Schedule where date of this Agreement (a “Competing Business”). This restriction shall apply in North America. Nothing in this Section 8.6 shall prevent (i) the Shareholders from acquiring and developing a Protected Item pursuant to Section 8.4 of this Agreement, provided that such Protected Item is not used in connection with or transferred to a Competing Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment Shareholder from owning for investment up to five percent of any employee class of equity security of an entity whose securities are traded on a national securities exchange or market. Further, if a Shareholder is an attorney, such Shareholder may engage in the practice of law in accordance with the canons of ethics of the Business as of state or states in which such Shareholder is authorized or may be authorized to practice law, subject to the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted confidentiality obligations set forth in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets8.1 hereof. (b) If any provisions Each of the Shareholders acknowledges that the restrictions contained in this Section 4.6 shall for any reason be held invalid8.6 applicable to such Shareholder, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention light of the parties nature of the business in which InfoLogix and its Affiliates is engaged, are reasonable and necessary to protect the legitimate interests of InfoLogix and its Affiliates, and that if any violation of these restrictions may result in irreparable injury to InfoLogix and its Affiliates. Each of the Shareholders therefore agrees that, in the event of such Shareholder’s violation of any of the restrictions or covenants contained herein is held applicable to cover a geographic area or to be for a length of time which is not permitted by applicable lawsuch Shareholder, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void InfoLogix and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer its Affiliates shall be entitled to seek from any court of competent jurisdiction: (i) preliminary and permanent injunctive relief requiring specific performance by against such Shareholder; (ii) damages from such Shareholder (including InfoLogix’s reasonable legal fees and other costs and expenses); and (iii) an equitable accounting of all compensation, commissions, earnings, profits and other benefits to such Shareholder arising from such violation; all of which rights shall be cumulative and in addition to any other rights and remedies to which InfoLogix and its Affiliates may be entitled as set forth herein or as a matter of law. (c) Each of the Seller Shareholders agrees that if any portion of the restrictions contained in this Section 4.68.6 applicable to such Shareholder, or the application thereof, is construed to be invalid or unenforceable, the remainder of such restrictions or the application thereof shall not be affected and the remaining restrictions will have full force and effect without regard to the invalid or unenforceable portions. If any restriction is held to be unenforceable because of the area covered, the duration thereof or the scope thereof, each of the Shareholders agrees that the court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the Seller consents restriction shall then be enforceable in its reduced form. (d) If any Shareholder violates any restriction applicable to such Shareholder, the entry period of an order thereofsuch violation (from the commencement of any such violation until such time as such violation shall be cured by such Shareholder) shall not count toward or be included in the restrictive period applicable to such Shareholder.

Non-Competition. (a) The Seller agrees that for a During the period of five full Employee's employment hereunder, for three (3) years from after any termination of Employee's employment under Section 4(b) or 4(c) and for three (3) years after any termination of Employee pursuant to Section 4(a) hereof, the Closing DateEmployee shall not, neither it nor within any state in which the Company or any subsidiary of the Company is duly qualified to do business, or in any state in which the Company is then providing services or marketing its officers services (or Affiliates (other than CIBC and CVFengaged in active discussions to provide such services), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or within a one hundred (100) mile radius of any member of his immediate family such state, directly or indirectly own any of his interest in, manage, control, participate in, consult with, render services for, or their Affiliates (other than CIBC or CVF) shall, without in any manner engage in any business competing with the prior written consent businesses of the Parent: Company as such businesses exist or are in development on the date of the termination of the Employee's employment (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or unless the like (other Board of Directors shall have authorized such activity and the Company shall have consented thereto in writing). Investments in less than through the ownership of not more than 5% five percent of the outstanding voting securities of any publicly-traded entityclass of a corporation subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, shall not be prohibited by this Section 5. At the option of Employee and so long as Employee shall have executed the mutual release required under Section 4(d), in any business that competes with Employee's obligations under this Section 5 arising after the Business as it exists on the Closing Date in any termination of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent Employee shall be given by Parent if reasonable provisions can suspended during any period (except for a Deferral Period) in which the Company fails to pay to him Termination Payments required to be made paid to prevent the disclosure of Confidential Information (as defined in the Consulting him pursuant to this Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other . The provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but 5 are subject to the extent such provision would be valid or enforceable under applicable law, a court provisions of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach 14 of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofAgreement.

Non-Competition. During the Consulting Term and until the six-month anniversary of (ai) The Seller agrees the termination of the Consulting Term or (ii) the termination of the Consultant's service as a member of the Board, whichever is later, the Consultant shall not engage in or become associated with any Competitive Activity. For purposes of this Section 7, a "Competitive Activity" shall mean any business or other endeavor that for engages in any country in which the Company has significant business operations to a period significant degree in a business that directly competes with all or any substantial part of five full years from the Closing Date, neither it nor any of its officers or Affiliates the Company's businesses of (i) producing television and other than CIBC video programs, (ii) designing, developing, licensing, promoting and CVF)selling merchandise through catalogs, nor direct marketing, Internet commerce and retail stores of the product categories in which the Company so participates using M▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇'▇ name, likeness, image, or voice to promote or market any member such product or service, (iii) the creation, publication or distribution of his immediate family regular or special issues of magazines, and (iv) any other business in which the Company is engaged during the term of his this Agreement. The Consultant shall be considered to have become "associated with a Competitive Activity" if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, or their Affiliates (in any other than CIBC or CVF) shall, without capacity calling for the prior written consent rendition of the Parent: Consultant's personal services, with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such entity; provided, however, that the Consultant shall not be prohibited from (ia) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other owning less than through the ownership of not more than 5% of the outstanding voting securities one percent of any publicly-publicly traded entity)corporation, whether or not such corporation is in any business that competes competition with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; Company or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If serving as a director of a corporation or other entity the primary business of which is not a Competitive Activity. If, at any provisions contained in this Section 4.6 shall for any reason be held invalidtime, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other the provisions of this Section 4.67 shall be determined to be invalid or unenforceable, but by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 4.6 7 shall be construed considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or shall be determined to be for a length of time which is not permitted reasonable and enforceable by applicable law, the court or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void other body having jurisdiction over the matter; and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform Consultant agrees that this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) 7 as so amended shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by binding as though any breach of this Section 4.6 and that there would be no adequate remedy at law invalid or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofunenforceable provision had not been included herein.

Non-Competition. (a) The Seller In partial consideration for the Company's agreement to provide Employee access to Confidential Information and the other benefits provided by this Agreement, Employee agrees that while employed by the Company and for a period three years after the termination of five full years from such employment (for any reason) (the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF"Restricted Period"), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallEmployee shall not, without unless Employee receives the prior written consent of the Parent: Board or the Chief Executive Officer of the Company, 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, stockholder, consultant or otherwise, any Person which competes with the Company or its affiliates in the retail marketing of propane and/or butane gas or appliance sales, service and/or repair business in any city or within seventy-five (75) miles in all directions from the boundary of the city limits of any city where the Company or any affiliate conducts such business; provided, however, that following Employee's termination of employment the foregoing restriction shall apply only to (i) engage, either directly those areas where the Company or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any affiliate was actually doing business that competes with the Business as it exists on the Closing Date in any date of those counties listed in Section 9 such termination of the Disclosure Schedule where the Business is conducted on the Closing Date; or employment and (ii) affirmatively solicitthose areas in respect of which the Company or any affiliate actively and diligently conducted at any time during the 12-month period ended on such date of termination an analysis to determine whether or not it would commence doing business in such areas but, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreementcase of each such area the foregoing restriction shall cease to apply when the Company or its affiliates ceases to actively conduct business (disregarding any temporary stoppages) and in such area or, if applicable, abandons its intent to otherwise protect the Business and the Assetsconduct business in such area. (b) If any Employee has carefully read and considered the provisions of this Section 5.2 and, having done so, agrees that the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. Employee understands that the restrictions contained in this Section 4.6 5.2 may limit his ability to engage in a business similar to the Company's business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (c) During the Restricted Period, Employee shall not, whether for any reason be held invalid, illegal his own account or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect for the account of any other provisions Person (excluding the Company), intentionally (i) solicit, endeavor to entice or induce any employee of the Company to terminate his employment with the Company or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Company. (d) It is specifically agreed that the Restricted Period, during which the agreements and covenants of Employee made herein shall be effective, shall be computed by excluding from such computation any time which Employee is in violation of any provision of this Article 5. (e) In the event that any provision of this Section 4.6, but this Section 4.6 5.2 relating to the Restricted Period and/or the areas of restriction shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted declared by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having exceed the maximum enforceable geographic area, time period or areas such court deems reasonable and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that enforceable, the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.Restricted

Non-Competition. (a) The Seller agrees Each of the Sellers and ▇▇▇▇▇▇ agree that from the date hereof through the Closing Date (ex- cept with respect to the Business) and for a period of five full years from the Closing Date, neither it they nor any of its officers or Affiliates their respective members, partners (other than CIBC and CVF), nor except for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ) or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) affiliates shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholdersstockholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business or the business of the Buyer as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule jurisdiction where the Business is conducted or advertised on the Closing DateDate or within a 250 mile square radius thereof; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with except that TP LLC shall have the prior consent right to solicit the employment of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted those employees listed in any territory other than the counties listed on Section 9 5.6 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 5.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.65.6, but this Section 4.6 5.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 5.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller Each of the Sellers acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 5.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller Each of the Sellers agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the such Seller of this Section 4.65.6, and each of the Seller Sellers consents to the entry of an order thereof.

Non-Competition. (a) The Seller 2.1 Employee agrees that during the term of this Agreement and for a period of five full years from one (1) year after he ceases to be employed by the Closing DateCompany he will not, neither it nor any directly or indirectly, for Employee's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which Employee holds less than 5% of its officers or Affiliates (other than CIBC the outstanding shares) and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engageCompany - interest Employee in or engage in any business or enterprise, either anywhere, that competes, directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where Company, that exists now or in the Business future or is conducted based on similar technology to the Closing Date; technology that was developed by the Company. 2.2 Employee agrees that during a period of twenty four (24) months commencing as of the termination of this Agreement, Employee shall not employ directly or (ii) affirmatively solicit, other than through a general solicitation, indirectly any individual employed by the employment of Company and/or solicit any employee of the Business as Company to leave the Company during the twenty four (24) month period after the date of termination. 2.3 Employee acknowledges that the restricted period of time specified under Sections 2.1 and 2.2 above are reasonable, in view of the Closing Date. ▇▇▇▇▇▇▇▇ may, with nature of the prior consent of Parent, be employed by, consult with or provide services to any entity, that business in which the Company is a competitor engaged and Employee's knowledge of the Business. 2.4 Notwithstanding anything contained in Section 2.3 to the contrary, with respect if the period of time under this Section 2 above should be determined to any business conducted be unreasonable in any territory other than judicial proceeding, then the counties listed on Section 9 period of time and area of the Disclosure Schedule; PROVIDED, that such consent restriction shall be given by Parent if reasonable provisions can reduced so that this Agreement may be made to prevent the disclosure of Confidential Information (as defined enforced in the Consulting Agreement) such area and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, during such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length period of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid determined to be reasonable by such judicial proceeding. 2.5 The Employee declares and enforceable under such applicable law. The Seller acknowledges that that: 2.5.1 Employee's obligations of protecting the Buyer would be irreparably harmed by any breach of confidentiality and non-competition provisions included in this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6agreement are fair, reasonable, proportional, and designed to protect the Seller consents to Company's secrets and its confidential information, which constitutes the entry essence of an order thereofits protected business and commercial advantage in which significant capital investments were made.

Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Executive, during the Employment Term and for the twelve (a12) The Seller months following the termination of the Employment Term, to run consecutively, beginning on the earlier of the (i) beginning of any notice period required by Section 5 or (ii) the last day of the Executive’s employment with the Company, for any reason or no reason and whether employment is terminated at the option of the Executive or the Company, the Executive agrees that for a period and covenants not to engage in any Prohibited Activity, within or directed to customers within the United States of five full years from America or within or directed to customers in any country in which the Closing Company provides or has provided services within the 12 months prior to expiration or termination of the Employment Term, which prohibition is agreed to be appropriate in geographic scope due to the internet-based nature of the Company’s business. For purposes of this Section 7, “Prohibited Activity” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or substantially similar business as the Company as of the Termination Date, neither it nor any including those engaged in the business of its officers manufacturing, marketing, distributing and selling electric vehicles and related electric vehicle products or Affiliates (services, or other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member primary business activities of his immediate family or any of his or their Affiliates (Company so long as Executive is materially involved in such other than CIBC or CVF) shallprimary business activities, without the prior written consent approval of the Parent: Company. Nothing herein shall prohibit the Executive from purchasing or owning less than five percent (i5%) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting publicly traded securities of any publicly-traded entity)corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation. This Section 7 does not, in any business that competes with way, restrict or impede the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but Executive from exercising protected rights to the extent that such provision would rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid or enforceable under applicable law, order of a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having an authorized government agency, provided that such compliance does not exceed that required by the maximum enforceable geographic arealaw, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable lawregulation, or order. The Seller acknowledges that the Buyer would be irreparably harmed by any breach Executive shall promptly provide written notice of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents order to the entry of an order thereofBoard, unless such notice is prohibited by law.

Non-Competition. 9.1 During the Term (awithout taking into account any automatic extensions of the Term as provided in Section 1.1) The Seller agrees that and for a period of five full two (2) years from thereafter, unless the Closing DateEmployee is terminated under Sections 7.3 or 7.4, neither it nor the Employee will not carry on or engage in any business (other than for the Corporation, or any of its officers subsidiaries or Affiliates affiliates) within fifty (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or 50) miles of any member of his immediate family or any of his or their Affiliates county in which the corporation is doing business as owner (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the excluding ownership of not more than 5% of the outstanding voting securities shares of any a publicly-traded entityheld corporation, so long as such ownership does not involve any managerial or operational responsibility or other employee status), in partner, officer, employee or consultant, which business is directly competitive with any business engaged in or carried on at the date of termination of the Term by the Corporation, or any of its subsidiaries of affiliates, provided that if such corporations shall discontinue any line of business subsequent to such date, this covenant not to compete shall terminate with respect to such discontinued line of business. 9.2 During the Term (without taking into account any automatic extensions of the Term as provided in Section 1.1) and for two (2) years thereafter, the Employee will not, without the prior written consent of the Corporation, either directly or indirectly solicit or otherwise encourage any person employed by the Corporation to leave the employ of the Corporation. 9.3 The Employee agrees that the Corporation will suffer irreparable injury if, in breach of the covenants contained herein, he competes with the Business as it exists on business of the Closing Date in Corporation, or any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; its subsidiaries or (ii) affirmatively solicitaffiliates, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate by reason of such competition the Buyer for any such breach. The Seller agrees that the Buyer shall Corporation will be entitled to injunctive relief requiring specific performance by the Seller in a court of this Section 4.6, and the Seller consents competent jurisdiction. The Employee hereby stipulates to the entry of an order thereoftemporary, preliminary and permanent injunctive relief prohibiting him from competing with the Corporation, or any of its subsidiaries or affiliates, in breach of such covenants. 9.4 The Employee agrees that if in any judicial proceeding a court shall refuse to enforce any covenant contained in this Agreement because it covers too extensive a geographic area or too broad a scope of activities or too long a period of time, such covenant shall be reduced in scope to the extent required by law.

Non-Competition. During the Executive's employment with the Company and (aii) The Seller agrees that for a the three-year period of five full years from immediately following the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent termination of the Parent: Executive's employment, the Executive (iA) shall not engage, either anywhere within the geographical areas in which any Acquisition Entity is then conducting its business operations, directly or indirectly, alone, in association with or as a principal shareholder, principal, agent, partner, officer, director, employee or for its own account consultant of any other organization, in any "Competitive Business' which competes with any business then being conducted by such Acquisition Entity; (B) shall not solicit or solely encourage any officer, employee, independent contractor, vendor or jointly with othersconsultant of any of the Acquisition Entities to leave the employ of, or as shareholdersotherwise cease his relationship with, members, partners or the like (other than through the ownership of not more than 5% any of the outstanding voting securities Acquisition Entities; and (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any publicly-traded entityof the customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by any Acquisition Entity during the time the Executive was employed by any Acquisition Entity (including any employment of. the Executive prior to the date hereof). If the Executive violates any of the provisions of this Section 6(d), following his termination of employment, the computation of the time period provided herein shall be tolled from the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation or (iii) the Executive provides satisfactory evidence to the Company that such breach has-been remedied. If, at any time, the provisions of "this Section 6(d) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 6, Executive and the Company agree that only businesses engaged in the pay telephone business, the inmate telephone business, and/or all businesses engaged in any business that competes with the Business as it exists on the Closing Date AmeriTel is engaged in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ maydate of this Agreement, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsa "Competitive Business. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof."

Non-Competition. (a) The Seller By and in consideration of the 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 Company and its Affiliates, the Executive agrees that the Executive shall not, except as otherwise provided herein, during the Term and thereafter for a the period during which the Severance Payments or Supplemental Disability Payments are payable or six months following the end of five full years from the Closing Date, neither it nor any of its officers Term if no Severance Payments or Affiliates Supplemental Disability Payments are payable (other than CIBC and CVFthe “Restriction Period”), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with othersown, or as shareholdersmanage, membersoperate, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity)join, in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parentcontrol, be employed by, consult with or provide services to any entityparticipate in the ownership, that is a competitor of the Businessmanagement, with respect to any business conducted operation or control of, or be connected in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDEDmanner with, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information including, without limitation, holding any position as a principal, agent, owner, stockholder, director, officer, consultant, advisor, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as 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 any business which is either (i) in competition with the business of the Company or any of its Affiliates conducted during the preceding six months (or following the Term, the six months preceding the last day of the Term), or (ii) proposed to be conducted by the Company or any of its Affiliates in the Consulting Agreement) and to otherwise protect Company’s or Affiliate’s business plan as in effect at that time (or following the Business and Term, the Assets. (b) If any provisions contained business plan as in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed effect as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any last day of the restrictions or covenants contained herein is held to cover Term); provided, that a geographic area or to be for Restricted Enterprise shall only include such a length Person that primarily operates within the State of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.Kansas or

Non-Competition. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and for a period ending two (2) years after the Executive’s termination of employment for any reason or Cause, including for nonrenewal of this Agreement, disability, termination by the Company or termination by the Executive: (a) The Seller the Executive hereby covenants and agrees that for a period of five full years from the Closing Datehe shall not, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, individually or on behalf of any other person or entity do or suffer any of the following, engage or be interested in (whether as a principal owner, stockholder, investor, partner, lender, consultant, employee, agent, director or for its own account otherwise) in any business, activity or solely enterprise which is then competing with or jointly planning to compete with othersthe business of any division or operation of the Company Group within any United States territory or state, in which the Company Group is conducting the business of providing wireless local area network (e.g., “802.11” or “Wi-Fi” wireless services) or any other business authorized by the Federal Communications Commission (“FCC”) to provide “commercial mobile radio service” as shareholdersthat term is defined by the FCC (47 C.F.R. § 20.3), members(the “Territory”), partners or provided, however, that the like (other than through the Executive’s ownership of not more less than 5% of the outstanding voting securities one percent (1%) of any publicly-class of stock in a publicly traded entity), in any business that competes with the Business as it exists on the Closing Date in any corporation shall not be deemed a breach of those counties listed in this Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date11; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets.and (b) If any provisions contained the Executive acknowledges that due to his unique and special contributions to the Company Group in this his positions as specified in Section 4.6 shall 3, he will be privy to and ultimately responsible for any reason be held invalidevery type of Proprietary Information generated by the Company Group, illegal or unenforceable so that his employment in any respectcapacity for a competing business will create an unreasonable and real risk of disclosure, such invalidityinevitable or otherwise, illegality or unenforceability shall not affect any other provisions of this Section 4.6Proprietary Information. The Executive further acknowledges that due to his talents, but this Section 4.6 shall be construed as if such invalidskills and experience, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held are reasonable and will not deprive him of his ability to cover obtain commensurate employment or work in a geographic area non-competing business activity or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6enterprise, and the Seller consents to the entry of will not impose an order thereofundue hardship on him.

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shalland Cap2 hereby covenant and agree that, without during the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. period when ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor director of the BusinessCompany, with respect and until 1 (one) year after he ceases to be director of the Company, they shall not: (a) directly or indirectly, engage in or carry on any business conducted in the field of digital, offset or large format printing, in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined countries in the Consulting Agreement) and to otherwise protect which the Business and is carried out by the Assets.Company, or will be carried out at the date in which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ceases his office as director; (b) If directly or indirectly, carry out any provisions contained collaboration, by virtue of an employment relationship or consulting relationship or through any other title or position including without limitations, as a director, on a full-time basis or on a part-time basis, in this Section 4.6 shall favour of companies operating in a business competing with the Business; (c) have any direct or indirect interest in any firm, partnership, joint venture, corporation or unincorporated association (whether as lender or investor owning either unlisted or untraded securities) which engages in or carries on any business competing with the Business (except for any reason be interest held invaliddirectly or indirectly in listed companies engaged in the Business not exceeding 5% of their share capital). For sake of clarification, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other the Parties hereby agree that the business of 3D printing (additive manufacturing) is expressly excluded from the ones covered by the non-competition covenant pursuant to this paragraph. Cap2 and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ acknowledge that the provisions of this Section 4.6section 8 are directly related to the Option over the Option Shares herein contemplated, but this Section 4.6 shall reasonable and necessary to protect the legitimate interests of VP and the Purchase Price to be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention paid by VP hereunder in case of exercise of the parties that Option. However, if any of the restrictions or covenants contained herein is provisions of this section 8 shall ever be held to cover a geographic exceed the limitations in duration, geographical area or scope or other limitations imposed by applicable law, they shall not be nullified but the Parties shall be deemed to be for a length of time which is not have agreed to such provisions as conform with the maximum permitted by applicable law, or in and any way construed to be too broad or to any extent invalid, provision of this section 8 exceeding such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as limitations shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofautomatically amended accordingly.

Non-Competition. For the period beginning with the Effective Date and continuing thereafter until, (ax) The Seller agrees that for a period of five full years from if before the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent first annual anniversary of the ParentEffective Date the expiration of six (6) months after termination of Employee's employment with the Company, or (y) if after the first annual anniversary of the Effective Date the expiration of nine (9) months after termination of Employee's employment with the Company, then Employee covenants, warrants and represents that he will not: (i) engage, either engage directly or indirectly, alone or as a principal shareholder, partner, officer, director, employee or for its own account consultant of any other business organization that engages in any business activities that are directly competitive with the Company; (ii) divert to any competitor of the Company any customer of the Company or solely induce a customer to cease doing business with the Company or, (iii) solicit or jointly encourage any employee of the Company to leave their employment with others, the Company or as shareholders, members, partners seek employment by or with any competitor of the like Company. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (other than through the ownership of not more i) owning less than 5% of the outstanding voting securities common stock of any publicly-publicly traded entity), in any corporation conducting business activities that competes are competitive with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; Company or (ii) affirmatively solicitserving as an officer, other than through a general solicitationdirector, the employment of any stockholder or employee of the Business as an entity whose business operations are not competitive with those of the Closing DateCompany. ▇▇▇▇▇▇▇▇ may, with Employee will continue to be bound by the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or 9 are determined to be for a length invalid or unenforceable, by reason of time which is not permitted by applicable lawbeing vague or unreasonable as to area, duration or in any way construed scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be too broad reasonable and enforceable by the court or to any extent invalid, such provision shall not be construed to be null, void other body having jurisdiction over the matter; and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform Employee agrees that this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) 9 as shall so amended will be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by binding as though any breach of this Section 4.6 and that there would be no adequate remedy at law invalid or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofunenforceable provision had not been included herein.

Non-Competition. (ai) The Seller In consideration of the Confidential Information provided to the Executive and the other benefits provided to him pursuant to this Agreement, Executive agrees that for that, if his employment ends during the Term, then during a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates six month Non-Compete Period (other than CIBC and CVFas defined below), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallhe will not, without the prior written consent of the Parent: Company (i) engagewhich shall not be unreasonably withheld), either directly or indirectly, either as a principal an individual or for its own account as an employee, officer, director, shareholder, partner, equity participant, sole proprietor, independent contractor, consultant or solely or jointly with othersin any other capacity conduct any business, or assist any person in conducting any business, that is directly in competition with the Company's Business (as shareholders, members, partners defined below) in the Territory (as defined below). It is expressly agreed and understood that this restriction is not intended to and shall not prevent Executive from employment or the like (other than through engagement by a person or entity that competes with Company's Business as long as he does not personally compete or assist such person or entity in such restricted competition. The terms of this Section 8(a) shall not apply to the ownership by Executive of not more less than 5% of the outstanding voting a class of equity securities of an entity, which securities are publicly traded on any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or national securities exchange. (ii) affirmatively solicit, other than through For any termination except for a general solicitationtermination by the Company for Cause, the “Non-Compete Period” shall commence upon the date that notice of termination of employment is delivered or deemed delivered under the notice provisions of any employee this Agreement, it being acknowledged and agreed that the Non-Compete Period may commence to run, or even completely run, during a period of time during which the Business as Executive remains employed by the Company (assuming that he continues to be so employed after the delivery of such notice of termination). In the Closing Date. ▇▇▇▇▇▇▇▇ mayevent of a termination by the Company for Cause, the Non-Compete Period shall commence upon the date that Executive's employment with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsCompany ends. (biii) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions For purposes of this Section 4.68(a), but this Section 4.6 shall be construed as if such invalid, illegal the “Company's Business” means the businesses conducted by the Company or unenforceable provisions had never been contained herein. It is its subsidiaries at the intention time of the parties that if any termination of the restrictions Executive's employment over which he has primary responsibility at the time of the termination of his employment (it being agreed and understood that other aspects of the businesses conducted by the Company or covenants contained herein is held to cover a geographic area or to be for a length of time which its subsidiaries is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, within such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable lawdefinition). The Seller acknowledges that parties acknowledge that, at the Buyer would be irreparably harmed by any breach time of the execution of this Section 4.6 and that there would be no adequate remedy at law or Agreement, the Executive is primarily involved only in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofCompany's wholesale refined products distribution business.

Non-Competition. (ai) The Seller In consideration of the Confidential Information provided to the Executive and the other benefits provided to Executive pursuant to this Agreement, Executive agrees that for that, if Executive’s employment ends during the Term, then during a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates six (other than CIBC and CVF6) month Non-Compete Period (as defined below), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallExecutive will not, without the prior written consent of the Parent: Company (i) engagewhich shall not be unreasonably withheld), either directly or indirectly, either as a principal an individual or for its own account as an employee, officer, director, shareholder, partner, equity participant, sole proprietor, independent contractor, consultant or solely or jointly with othersin any other capacity conduct any business, or assist any person in conducting any business, that is directly in competition with the Company’s Business (as shareholders, members, partners defined below) in the Territory (as defined below). It is expressly agreed and understood that this restriction is not intended to and shall not prevent Executive from employment or the like (other than through engagement by a person or entity that competes with Company’s Business as long as Executive does not personally compete or assist such person or entity in such restricted competition. The terms of this Section 8(a) shall not apply to the ownership by Executive of not more less than 5% of the outstanding voting a class of equity securities of an entity, which securities are publicly traded on any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or national securities exchange. (ii) affirmatively solicit, other than through For any termination except for a general solicitationtermination by the Company for Cause, the Non-Compete Period shall commence upon the date that notice of termination of employment is delivered or deemed delivered under the notice provisions of any employee this Agreement, it being acknowledged and agreed that the Non-Compete Period may commence to run, or even completely run, during a period of time during which Executive is in fact employed by the Business as Company (assuming that he continues to be so employed after the delivery of such notice of termination). In the Closing Date. ▇▇▇▇▇▇▇▇ mayevent of a termination by the Company for Cause, the Non-Compete Period shall commence upon the date that Executive’s employment with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsCompany ends. (biii) If any provisions contained in this For purposes of Section 4.6 shall for any reason be held invalid8(a), illegal the “Company’s Business” means the businesses conducted by the Company or unenforceable in any respectits subsidiaries at the time of the Executive’s termination of employment over which the Executive has primary responsibility at the time of the Executive’s termination of employment (it being agreed and understood that other aspects of the businesses conducted by the Company or its subsidiaries is not within such definition). The parties acknowledge that, such invalidity, illegality or unenforceability shall not affect any other provisions at the time of the execution of this Agreement, the Executive is primarily involved only in the Company’s petroleum refining business. (iv) For purposes of Section 4.68(a), but this Section 4.6 the “Territory” shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if mean (A) a seventy-five (75) mile radius from any of the restrictions or covenants contained herein is held to cover Company’s refining facilities, (B) a geographic area or to be for seventy-five (75) mile radius from any of the Company’s wholesale refined products distribution facilities and (C) a length fifty (50) mile radius from any of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofCompany’s retail fuel and/or convenience merchandise facilities.

Non-Competition. (a) The Seller agrees During the 12-month period that for a period commences on the Termination Date and ends on the first anniversary of five full years from the Closing Termination Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallthe Executive shall not, without the prior written consent of the ParentCompany, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to a material extent with any line of business of the Company or its subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the “over-the-counter market,” and provided further, that the foregoing restriction of this Section 11(C) shall not be construed as to require Executive to violate the Rules of Professional Conduct (applicable to attorneys). The foregoing non-competition restriction of this Section 11(C) shall not apply following a Change of Control Event if (a) the Executive’s employment has been terminated by the Company without Cause within two years following such Change in Control Event, (b) the Executive terminates his/her employment as the result of a Constructive Termination within two years following such Change in Control Event or (c) the Company elects, within two years following such Change in Control Event, not to extend the term of employment. The foregoing non-competition restriction of this Section 11(C) shall not apply following a Potential Change in Control if: (i) engagethe Executive’s employment is terminated without Cause within two years following such Potential Change in Control, either directly and such termination is at the request or indirectly, as direction of or pursuant to negotiations with a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes Person who has entered into an agreement with the Business as it exists on Company the Closing Date consummation of which will constitute a Change in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing DateControl; or (ii) affirmatively solicit, other than the Executive’s employment is terminated through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted Constructive Discharge without Cause within two years following such Potential Change in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6Control, and the Seller consents circumstances or events which constitute the basis for Executive’s claim of Constructive Discharge occur at the request or direction of, or pursuant to negotiations with, such Person, iii) the entry Company elects, within two years following such Potential Change in Control, not to extend the term of an order thereofemployment, and such election was at the request or direction of or pursuant to negotiations with such Person; or iv) the Executive’s employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs.

Non-Competition. (a) The Seller In consideration for: the promotion to Chief Stores and Real Estate Officer and the corresponding $75,000.00 gross salary increase, Executive further covenants and agrees that for a during the Term of Employment and during the one (1) year period of five full years from immediately following the Closing Date, neither it nor any of its officers or Affiliates Termination Date (other than CIBC and CVFthe "Non-Competitive Period"), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallExecutive shall not, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with othersowner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicitcapacity whatsoever, other than through a general solicitationengage in, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parentbecome financially interested in, be employed by, consult render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Executive provided services or had a material presence or influence on behalf of the Company, whether in the United States, Canada, Europe or elsewhere during the two years prior to Executive’s separation from the Company; provided, however, that Executive may own any 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 (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly: (1) request or cause any suppliers or customers with whom the Company or any of its subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will; or (2) solicit, hire, interfere with or provide services to entice from the Company or any entity, that is a competitor of its subsidiaries or affiliates any employee (or former employee who has been separated from service for less than 12 months) of the Business, with respect to Company or any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsits subsidiaries or affiliates. (b) If any provisions contained portion of the restrictions set forth in this Section 4.6 shall paragraph 10 should, for any reason whatsoever, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted declared invalid by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction jurisdiction, the validity or enforceability of the remainder of such restrictions shall construe not thereby be adversely affected. For the purposes of this paragraph 10, a business competitive with the products and interpret services of the Company (or reform this Section 4.6 such subsidiaries and affiliates) is limited to provide a specialty retailer which primarily distributes, sells or markets so-called "big and tall" apparel of any kind for a covenant having men or which utilizes the maximum enforceable geographic area, time period "big and other provisions tall" retail or wholesale marketing concept as part of its business. (not greater than those contained hereinc) as shall be valid and enforceable under such applicable law. The Seller Executive acknowledges that the Buyer would Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf of the Company are of a worldwide nature, that its sales and marketing prospects are for continued expansion throughout the world and therefore, the territorial and time limitations set forth in this paragraph 10 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries and affiliates. In the event any such territorial or time limitation is deemed to be irreparably harmed 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 shall deem reasonable. (d) The existence of any claim or cause of action (a claim or cause of action is defined as a claim or cause of action which results from a breach of the terms and provisions of this Section 4.6 and that there would be no adequate remedy at law Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or in damages any subsidiary or affiliate shall not constitute a defense to compensate the Buyer for enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such breach. The Seller agrees that the Buyer claim or cause of action shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereoflitigated separately.

Non-Competition. (a) The Seller agrees Subject to the Closing, and as --------------- an inducement to SBI to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the business of BSC being acquired pursuant to this Agreement, BSC and the BSC Shareholders hereby covenant and agree that for a period of five full (5) years from the Closing Date, neither it nor they will not, directly for themselves or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, BSC, SBI or any of its officers their affiliates including, without limitation, any business or Affiliates (other than CIBC activity engaged in by any leasing company or any federally or state chartered bank, savings bank, savings and CVF)loan association, nor trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within the states of New Jersey, New York, Pennsylvania, Delaware, Maryland and Virginia; provided, however that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallmay continue, without the prior written consent of the Parent: (i) engageconsistent with past practice, either directly or indirectlyto engage in business activities with Auto Lenders Liquidation Center, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners Inc. This provision shall not restrict BSC or the like BSC Shareholders from owing or investing in publicly traded securities of financial institutions, so long as their respective aggregate holdings in any financial institution do not exceed ten percent (other than through the ownership of not more than 5% 10%) of the outstanding voting securities capital stock of any publicly-traded entity), in any business such institution. In the event that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or reform activity, it is expressly agreed that this Section 4.6 covenant not to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable under in such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofjurisdiction.

Non-Competition. (a) The Seller In recognition of the benefits that will inure to the Employee as a shareholder of the Company upon consummation of the Merger Agreement, the Employee agrees that during the Term of Employment and for a period of five full three (3) years from the Closing Datetermination of employment with the Company, neither it nor any of its officers the Employee will not, directly or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: indirectly: (i) engageby himself or through any other person, either directly firm or indirectlycorporation, as a principal solicit, raid, entice or for its own account induce any person who is at the time of such solicitation or solely was within twenty-four (24) months prior thereto, an employee or jointly with othersconsultant of the Company to become employed in any capacity by such person, firm, or as shareholderscorporation, members, partners and the Employee shall not approach any such employee or consultant for such purpose or authorize or knowingly approve the like (taking of such actions by any other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Dateperson; or or (ii) affirmatively solicitengage in or become associated with any person, firm, corporation or other than through a general solicitationentity (collectively, the employment "Entity") or an affiliate of any employee such Entity engaged in, the manufacture, distribution, marketing or sale of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with roofing or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsreroofing products. (b) If The Employee acknowledges that a violation, or threatened violation of any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other of the provisions of this Section 4.68 will result in the Company sustaining irreparable harm, but which result could not be fully redressed by the payment of damages to the Company, and therefore, in addition to any other remedies which the Company may have under this Section 4.6 Agreement or otherwise, the Company shall be construed as if such invalidentitled to apply to any court of competent jurisdiction, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, at law or in equity, for any way construed to be too broad injunction without the posting of any bond or other security, enjoining or restraining the Employee from committing or continuing any such violation, and the Employee shall not object to any extent invalid, application or issuance of such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a injunction. If for any reason any court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having find any of the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law 8 unreasonable in duration or in damages to compensate geographic scope or otherwise, the Buyer for any such breach. The Seller agrees that the Buyer prohibitions contained herein shall be entitled restricted to injunctive relief requiring specific performance by the Seller of this Section 4.6, such time and the Seller consents geographic areas as such court determines to be reasonable. Such restriction shall apply only with respect to the entry operation of an order thereofsuch provisions in the particular jurisdiction in which such adjudication is made.

Non-Competition. (a) 6.1. The Seller Employee agrees and undertakes that he will not, so long as he is employed by the Company and for a period of five full years from 12 months following termination of his employment for whatever reason (the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF"Covenant Period"), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal owner, partner, joint venturer, stockholder, employee, broker, agent, principal, corporate officer, director, licensor or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicitother capacity whatever engage in, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parentbecome financially interested in, be employed by, consult or have any connection with any business or venture that is engaged in any activities competing with products or services offered or reasonably anticipated to be offered or under active research and development by Medgenics or the Company; 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 has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. 6.2. The Employee agrees that, during the Covenant Period, he will not, directly or indirectly, (i) solicit or induce or attempt to solicit or induce any of Medgenics' or the Company's suppliers or customers to terminate such person's relationship with Medgenics or the Company, nor shall the Employee interfere with or provide services disrupt (or attempt to interfere with or disrupt) any entitysuch relationship, that or (ii) solicit or induce or in any manner encourage any contractor, producer, agent or business partner of Medgenics or the Company or any present employee of Medgenics or the Company or any person who is a competitor an employee of Medgenics or the Company during the Covenant Period, to leave the employ of Medgenics or the Company or otherwise terminate their relationship with Medgenics or the Company. 6.3. If any one or more of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions terms contained in this Section 4.6 6 shall for any reason be held invalidto be excessively broad with regard to time, illegal geographic scope or unenforceable in any respectactivity, such invalidity, illegality the term or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 scope shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held in a manner to cover a geographic area or enable it to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but enforced to the extent such provision would be valid or enforceable under compatible with applicable law, a court of competent jurisdiction shall construe and interpret or reform . 6.4. The Employee's undertakings in this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period 6 shall remain in full force and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach effect after termination of this Section 4.6 and that there would be no adequate remedy at law Agreement or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order renewal thereof.

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: During (i) the Consulting Period and (ii) the three-year period immediately following the expiration or earlier termination of the Consulting Period, the Consultant (A) shall not engage, either anywhere within the geographical areas in which any Entity is then conducting its business operations, directly or indirectly, alone, in association with or as a principal shareholder, principal, agent, partner, officer, director, employee or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities consultant of any publicly-traded entity)other organization, in any business that which competes with the Business as it exists on the Closing Date in any business then being conducted (a "Competitive Business") by such Entity; (B) shall not solicit or encourage any officer, employee, independent contractor, vendor or consultant of any of those counties listed in Section 9 the Entities to leave the employ of, or otherwise cease its relationship with, any of the Disclosure Schedule where the Business is conducted on the Closing DateEntities; or and (iiC) affirmatively shall not solicit, other than through a general solicitationdivert or take away, or attempt to divert or to take away, the employment business or patronage of any employee of the Business as customers or accounts, or prospective customers or accounts, of any Entity, which were contacted, solicited or served by any Entity during the time the Consultant was engaged by any Entity (including during the time of any prior engagement of the Closing DateConsultant prior to the date hereof). ▇▇▇▇▇▇▇▇ may, with If the prior consent of Parent, be employed by, consult with or provide services to consultant violates any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.66(d), but following the expiration or earlier termination of the Consulting Period, the computation of the time period provided herein shall be tolled form the first date of the breach until the earlier of (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation or (iii) the Consultant provides satisfactory evidence to the Company that such breach has been remedied. If, at any time, the provisions of this Section 4.6 6(d) shall be construed determined to be invalid or unenforceable, by reason of being vague or unreasonable as if to area, duration or scope of activity, this Section 6(d) shall be considered divisible and shall become and be immediately amended to only such invalidarea, illegal duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Consultant agrees that this Section 6(d) as so amended shall be valid and binding as though any invalid or unenforceable provisions provision had never not been contained included herein. It For purposes of this Section 6(d), Consultant and Company agree that businesses engaged in the pay telephone business, the inmate telephone business, and all businesses engaged in any business that any Entity is the intention engaged in as of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision date hereof shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofCompetitive Business.

Non-Competition. (a) The Seller Executive agrees that (i) until the expiration of the Employment Period under Section 1, and (ii) for a period of five full two years from after the Closing Date, neither it nor any last day of its officers Executive's employment if Executive's employment is terminated by the Company without Cause (as provided in Section 4(a)) or Affiliates Executive voluntarily terminates his employment for Good Reason (other than CIBC and CVFas provided in Section 4(b)), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in either case on or any member before November 14, 1995, or for a period of his immediate family one year if the termination occurs after November 14, 1995, Executive agrees not to engage, directly or any of his indirectly (whether as officer, director, employee, consultant or their Affiliates by ownership or otherwise) in a competitive business in the Company's market area. (other than CIBC or CVFb) shall, without the prior written consent of the Parent: Executive agrees that if (i) Executive's employment is terminated by Company for Cause, (ii) Executive terminates his employment without Good Reason, or (iii) upon termination of this agreement at the end of the term, Company shall have the option of electing to pay Executive the periodic payments set forth in Section 4 (a) (i) for up to one year and that if Company so elects, Executive agrees not to engage, either directly or indirectlyindirectly (whether as officer, director, employee, consultant or by ownership or otherwise) in a competitive business in the Company's market area for so long as Company is making those periodic payments to Executive. (c) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or penalize the ownership by Executive of investments in shares of a principal or for its own account or solely or jointly competitive business that are registered under Section 12 of the Securities Exchange Act of 1934 and constitute, together with othersall such investments owned by any immediate family member of affiliate of, or as shareholdersperson acting in concert with, membersExecutive, partners or the like (other than through the ownership of not more less than 5% of the outstanding voting securities of any publicly-traded entity), registered investments in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitationsuch business. As used herein, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ mayterm "competitive business" means a business entity that markets health insurance, with the prior consent of Parentmanaged health care, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable lawhealth maintenance organizations, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and the administration of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6health insurance programs, and the Seller consents to term "market area" means any state or possession in which the entry Company is engaged in business on the date of an order thereofthe Executive's termination of employment.

Non-Competition. (a) The Seller agrees that Except as expressly provided herein, for a period of five full three years from and after the Global Closing DateDate (the “Restricted Period”), neither it nor any Seller shall not, and shall cause each of its officers or Affiliates (other than CIBC and CVF)affiliates not to, nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal engage in the business of manufacturing, marketing, distributing or for selling peanut butter spread products (the “Competing Activities”) anywhere in the world; provided, however, Seller and its affiliates may own account or solely acquire, directly or jointly with othersindirectly, (i) the securities of any person that engages in any of the Competing Activities if Seller and its affiliates do not, directly or as shareholdersindirectly, members, partners or the like (other than through the ownership of not own more than 520% of the aggregate outstanding voting equity securities of such person and (ii) any publicly-traded entity), in any business person that competes with the Business as it exists on the Closing Date engages in any of those counties listed in Section 9 the Competing Activities if such Competing Activities account for less than 20% of the Disclosure Schedule where consolidated annual revenues or assets of such person and remains such for the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsRestricted Period. (b) If Notwithstanding anything in Section 5.05(a) to the contrary, none of Seller and any provisions contained in this Section 4.6 of its affiliates shall for any reason be held invalidprevented from (i) continuing to engage in, illegal to conduct or unenforceable to have an ownership interest in any respectbusiness which it currently is engaging in or conducting or in which it currently has an ownership interest (including (A) any such business that manufactures, markets, distribute or sells peanut butter spread products and (B) from the Global Closing Date to the China Closing Date, the China Business), including (x) any reasonable extension or development of such invaliditybusiness and (y) any geographical expansion of such business (or any reasonable extension or development thereof), illegality (ii) engaging in, or unenforceability shall not affect conducting or having an ownership interest in any other business that supplies goods or services primarily to Seller or its affiliates and (iii) treating the provisions of Section 5.05(a) as having terminated at the time and to the extent none of Purchaser and its subsidiaries continues to conduct in any material respect any aspect of the Business. Notwithstanding the foregoing, during the Restricted Period, clause (i) of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision 5.05(b) shall not be construed deemed to be nullpermit the marketing, void distribution or sale of peanut butter spread products by Seller or any Seller Affiliate in the countries and territories set forth in Section 5.05(b) of no effectthe Seller Disclosure Schedule; provided, but to the extent such provision would be valid or enforceable under applicable lawhowever, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would parties hereby acknowledge (A) that de minimis quantities of peanut butter spread products sold by Seller outside of the countries and territories set forth in Section 5.05(b) of the Seller Disclosure Schedule may be irreparably harmed resold, marketed or distributed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for third parties within any such breach. The country or territory and (B) that Seller agrees that the Buyer shall be entitled not have any liability to injunctive relief requiring specific performance by the Seller Purchaser whatsoever in connection with or as a result of this Section 4.6, and the Seller consents to the entry of an order thereofany such third party actions.

Non-Competition. (a) The Seller agrees During the 24-month period that for a period commences on the --------------- Termination Date and ends on the second anniversary of five full years from the Closing Termination Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallthe Executive shall not, without the prior written consent of the ParentCompany, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to a material extent with any line of business of the Company or its subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the "over-the-counter market". The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Change of Control Event if (v) the Executive's employment has been terminated by the Company without Cause within two years following such Change in Control Event, (w) the Executive terminates his employment as the result of a Constructive Termination within two years following such Change in Control Event or (x) the Company elects, within two years following such Change in Control Event, not to extend the Term of Employment. The foregoing noncompetition restriction of this Section 11(C) shall not apply following a Potential Change in Control if: (i) engagethe Executive's employment is terminated without Cause within two years following such Potential Change in Control, either directly and such termination is at the request or indirectlydirection of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; (ii) the Executive's employment is terminated through a Constructive Discharge without Cause within two years following such Potential Change in Control, as a principal and the circumstances or events which constitute the basis for its own account Executive's claim of Constructive Discharge occur at the request or solely or jointly with othersdirection of, or as shareholderspursuant to negotiations with, memberssuch Person, partners (iii) the Company elects, within two years following such Potential Change in Control, not to extend the Term of Employment, and such election was at the request or the like (other than through the ownership direction of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes or pursuant to negotiations with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Datesuch Person; or (iiiv) affirmatively solicit, other than through a general solicitation, the Executive's employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with or provide services to any entity, that is in anticipation of a competitor of the Business, with respect to any business conducted Change in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsControl which actually occurs. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (a) The Seller agrees During a twelve (12) month period following the date upon which her service under this Contract terminates or expires, the Employee hereby undertakes that for she will not run within the Grand Duchy of Luxembourg or in the United States of America a period personal business similar or in competition with the business of five full years from the Closing DateEmployer nor enter into an employment contract with a business similar or in competition with the business of the Employer. In that regard, neither it nor the Employee shall not directly or indirectly on her own behalf, or in the service of or on behalf of others, engage in, provide any of its officers executive, managerial, supervisory, sales, marketing, research, or Affiliates customer-related services to, or own (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more less than 5% one percent (1%) of the outstanding voting securities of any publicly-entity the voting securities of which are traded entity)on a national securities exchange) a beneficial or legal interest in, in any business that competes with (other than the Business as it exists on Company) which (i) concerns the Closing Date in any of those counties listed in Section 9 business of the Disclosure Schedule where the Business is conducted on the Closing Date; Company or any affiliate thereof or (ii) affirmatively solicit, other than through a general solicitation, is competitive or likely to be competitive with the employment of any employee business of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with Company or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsaffiliate thereof. (b) The Employee agrees that she will disclose the existence of her obligations pursuant to Article 9 of this Contract to any potential employer prior to accepting employment. (c) In consideration of the above-mentioned obligations, and in addition to any amounts owed pursuant to articles L.124-1 and L.124-7 of the Luxembourg Labour Code (as set forth in article 3(c) and 3(d) herein), the Employer will pay to the Employee four (4) months of her gross base salary. The Employer will pay the Employee these additional severance amounts subject to the Employee’s execution of the Employer’s Separation Agreement. (d) The Employer may waive the obligations set forth in Articles 9(a) and 9(b) unilaterally on condition that it informs the Employee within two weeks from notification of the termination of the Contract by either party. If the Employer waives these obligations and provides the required notification, the Employer will be relieved from the payment obligations set forth in Article 9(c). (e) Throughout and after the duration of this Contract, the Employee will not, directly or indirectly, solicit or hire or assist any provisions contained other person or entity in this Section 4.6 shall soliciting or hiring any employee of the Company or any of its affiliated companies to perform services for any reason be held invalid, illegal entity (other than the Company or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions affiliated companies), or attempt to induce any such employee to leave the Company or any of its affiliated companies. (f) Throughout and after the duration of this Section 4.6Contract, but this Section 4.6 shall be construed as if such invalidthe Employee will not, illegal directly or unenforceable provisions had never been contained herein. It is the intention indirectly, solicit or hire or assist any other person or entity in soliciting or hiring any client of the parties that if Company or any of its affiliated companies, or attempt to induce any such client to leave the restrictions Company or covenants contained herein is held any of its affiliated companies. (g) Any breach of these obligations shall constitute a serious fault and might give raise to cover a geographic area one or several claims or proceedings to be for a length of time which is not permitted exercised by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void the Employer before the courts and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions authorities concerned. (not greater than those contained hereinh) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller Employee expressly agrees that the Buyer provisions of Section 9 of the Contract may be enforced against her in any court or competent jurisdiction in the United States. (i) In the event that this article is determined by a court which has jurisdiction to be unenforceable in part or in whole, the court shall be entitled deemed to injunctive relief requiring specific performance by have the Seller authority to revise any provision of this Section 4.6, and the Seller consents Contract to the entry of an order thereofminimum extent necessary to be enforceable to the maximum extent permitted by law.

Non-Competition. In consideration of the Company's grant of the Award to the Grantee, the Grantee agrees that, during the Restricted Period (aas defined in Section 20(i) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVFthis Award Agreement), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ the Grantee will not, directly or any member indirectly (except on behalf of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without with the prior written consent of the Parent: Company, which consent may be withheld in the Company's sole discretion): (i) engageprovide services of a leadership, either directly or indirectlymanagement, as a principal or for its own account or solely or jointly with othersexecutive, operational, or as shareholders, members, partners or the like (other than through advisory capacity and/or participate in the ownership of or provide financial backing to an automotive dealership that is located within the Area (as defined in Section 20(i) of this Award Agreement); (ii) provide senior/corporate level leadership, executive, operational, or advisory services to any corporate competitor of the Company or its Affiliates who owns or operates one or more automotive dealerships within the Area; or (iii) provide services of a leadership, management, executive, operational, or advisory capacity for anyone or any business whose focus is buying, conglomerating, or otherwise acquiring one or more automotive dealerships that are located within the Area. For purposes of this Section 20(a), the Grantee acknowledges and agrees that the Company and its Affiliates conduct business in the Area and that the Area is a reasonable geographic limitation. Notwithstanding anything to the contrary contained herein, the Company hereby agrees that the covenants set forth in this Section 20(a) shall not more be deemed breached as a result of the passive ownership by the Grantee of: (A) less than an aggregate of 5% of the outstanding voting securities any class of any publicly-traded entity), in any stock of a business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing DateCompany; or (iiB) affirmatively solicit, other less than through a general solicitation, the employment an aggregate of 10% in value of any employee instrument of indebtedness of a business that competes with the Business Company. The Company further agrees that nothing in this Section 20(a) prohibits the Grantee from accepting employment from, or performing services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as of the Closing Grant Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained nothing in this Section 4.6 shall for any reason be held invalid20(a) would prohibit the Grantee from working with such businesses as American General Finance, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable lawNAPA Auto Parts, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofGoodyear.

Non-Competition. (a) The Seller Executive acknowledges that his services to be rendered hereunder are of a special and unusual character and have a unique value to the Company, the loss of which cannot be adequately compensated by damages in any court of law. In view of the unique value to the Company of the services of the Executive, the Executive hereby covenants and agrees that so long as he remains employed by the Company (whether under this agreement or any other written or oral agreement or arrangement) and for a period of five full years up to one (1) year after the termination or expiration of any such employment for any reason specified in Section 9 Paragraph C, the Executive shall not directly or indirectly engage in or have an active interest in, anywhere in the world, alone or in association with others, as principal, officer, agent, executive, consultant, independent contractor, director, partner or stockholder, or through the investment of capital, lending of money or property, rendering of services, or otherwise, any business directly competitive with the business engaged in by the Company, the Executive hereby acknowledging that the Company conducts business and distributes its products, or contemplates conducting business and distributing its product(s), on a worldwide basis; provided, however, that this Section 7 shall not prevent the Executive from acquiring, solely as investment and through market purchases, up to ten percent (10%) of the Closing Datesecurities of any issuer that are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, neither it nor as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System. The business in which the Company is engaged and from which the Executive shall refrain from engaging in following the termination of his employment shall be specified in Exhibit E to this Agreement. The description of the Company's business shall be revised as often as necessary, (but not less than every six (6) months) to reflect the scope and nature of the Company's business from time to time, and such revisions to Exhibit E shall be the responsibility of the Executive and of the Chief Executive Officer of the Company, as approved by the Board of Directors. So long as Executive remains employed by the Company (whether under this Agreement or any other written or oral agreement or arrangement) and for a period of one (1) year after the termination or expiration of any such employment for any reason, the Executive shall not, and shall not permit, cause or authorize any of its officers his executives, agents or Affiliates (others under his control to, directly or indirectly, on behalf of himself or any other than CIBC and CVF)person, nor to recruit or otherwise solicit or induce any person who is an executive of; or otherwise engaged by, the Company or any successor to the business of the company or any affiliate of the Company to terminate his or her employment or other relationship with the Company or such successor or affiliate. The Executive shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, trade dress or other identifying words o▇ ▇▇ages which are the same as or similar to those used at any time by the Company or any affiliate in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. This Restrictive Covenant on the part of the Executive is given and made by the Executive to induce MegaMedia to employ the Executive and to enter into this Employment Agreement with the Executive, and the Executive hereby acknowledges the sufficiency of the consideration for this Restrictive Covenant. This Restrictive Covenant is not executory or otherwise subject to rejection under the Bankruptcy Code. This Restrictive Covenant is a reasonable an necessary restraint of trade and does not violate the Sherman Antitrust Act, the Florida Antitrust Act, or ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member mmon law; it is supported by valid business interests, including the protection of his immediate family or any MegaMedia trade secrets and confidential business information and the protection of his or their Affiliates MegaMedia's relationships with its customers and prospective customers, and the one (other than CIBC or CVF1) shall, without year restriction is essential to the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any full protection of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Datevalid business interests. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions portion of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein Restrictive Covenant is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction to be unreasonable, arbitrary, or against public policy for any reason, this Restrictive Covenant shall construe be considered divisible as to line of business, time, and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area; if a court of competent jurisdiction should determine the specified lines of business, time period and other provisions (not greater than those contained herein) as shall the specified period, or the specified geographic area to be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law unreasonable, arbitrary, or in damages to compensate the Buyer against public policy for any such breach. The Seller agrees reason, a narrower line of business, a lesser period, or a smaller geographic area that the Buyer shall is determined to be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6reasonable, non-arbitrary, and not against public policy for any reason, may be enforced by MegaMedia against the Seller consents to the entry of an order thereofExecutive.

Non-Competition. (a) The Seller agrees For all periods that Employee is employed pursuant to this Agreement and for a period of five full years from twelve (12) months thereafter, Employee shall not directly or indirectly: (a) Engage in any business in the Closing Date, neither it nor any State of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, California without the prior written consent of the Parent: (i) engageBoard of Directors of the Company which could or would result in a breach of sections 9 or 10 below., either directly including but not limited to activities, whether direct or indirectlyindirect, as a principal or for its own account or solely or jointly with othersproprietor, partner, shareholder, principal, agent, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Dateemployee; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets.and (b) If In any provisions manner induce, attempt to induce, or assist others to induce or attempt to induce any employee, partner, joint venturer, independent contractor, agent or of the Company to terminate its, his association with the Company, or do anything to interfere with the relationship between the Company and any executive or management level employee of the Company. (c) The parties hereto intend that the covenants and agreements contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 8 shall be construed as if such invaliddeemed to be a series of separate covenants and agreements, illegal one for each and every county, state, city and other jurisdiction in California with respect to which the Company’s business has been or unenforceable provisions had never been contained hereinis hereafter carried on. It is the intention of the parties that if If any of the restrictions or covenants contained herein foregoing is held to cover a geographic area or to be for a length of time which is not permitted determined by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction to be invalid or unenforceable by reason of such agreement extending for too great a period of time or over too great a geographical area, or by reason of its being too extensive in any other respect, such agreement shall construe and interpret or reform this Section 4.6 be interpreted to provide for a covenant having extend only over the maximum enforceable geographic areaperiod of time and geographical area and to the maximum extend enforceable, time period and other provisions (not greater than those contained herein) all as shall be valid and enforceable under determined by such applicable lawcourt in such action. The Seller acknowledges Any determination that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law provision hereof is invalid or unenforceable, in whole or in damages to compensate part, shall have no effect on the Buyer for validity or enforceability of any remaining provision hereof. (d) Notwithstanding the foregoing, nothing herein shall prevent Employee, following the termination of his employment or the end of the Term, whichever is later, from being associated with any person or entity engaged in any real estate activities or matters which constitute a primary line of business of the Company at the time of such breachtermination so long as such association does not result in a violation of Sections 9 and/or 10 below. The Seller agrees Employee represents and warrants that except as provided in the Buyer shall be entitled to injunctive relief requiring specific performance letter agreement dated September 16, 1997, he is not restricted or prohibited in any way from entering into this Agreement or performing services hereunder at any time, whether by the Seller of this Section 4.6non-competition, covenant, or otherwise, and shall indemnify, defend and hold the Seller consents to Company harmless from and against any damages, claims, costs (including attorney’s fees) or liabilities as a result of the entry incorrectness of an order thereofsuch representation and warranty.

Non-Competition. The Firm recognizes that his duties will entail the receipt of Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Firm acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. The Firm agrees not to compete with the Company during the Employment Term and for a reasonable and limited period thereafter. Therefore, during the Employment Term and during the applicable Continuation Period thereafter (a) The Seller agrees that or, in the event of as termination for Cause by the Company or without Good Reason by the Firm, a period of five full two (2) years from following the Closing Termination Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ the Firm shall not have an investment of $100,000.00 or any member of his immediate family or any of his or their Affiliates more in a Competing Business (other than CIBC or CVFas defined herein) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of and shall not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide render legal services to any entity, that is a competitor of the Business, with respect to any business conducted such Competing Business in any territory other than manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the counties listed on Section 9 of Firm shall breach the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions covenants contained in this Non-Competition provision, the Company shall have no further obligation to make any payment to the Firm pursuant to this Agreement and may recover from the Firm all such damages as it may be entitled to at law or in equity. In addition, the Firm acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 4.6 shall for any reason be held invalid6, illegal including entry of a temporary restraining order in state or unenforceable federal court, preliminary and permanent injunctive relief against activities in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions violation of this Section 4.66, but or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Firm acknowledges and agrees that the covenants in this Section 4.6 6 shall be construed as if agreements independent of any other provision of this Agreement or any other agreement between the Company and the Firm, and that the existence of any claim or cause of action by the Firm against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such invalid, illegal or unenforceable covenants. The provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision this subsection (d) shall not be construed applicable to be nullthe Firm if (i) the Firm is terminated from the Engagement without Cause, void (ii) the Firm resigns from the Engagement for Good Reason, or (iii) the Company elects not to renew the Firm’s the Engagement following the end of the Term with compensation and of no effectbenefits not materially less advantageous to the Firm than those set forth in this Agreement, but the Firm is willing and able to enter into a renewal of this Agreement with compensation and benefits not materially less advantageous to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater Firm than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of set forth in this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofAgreement.

Non-Competition. 4.1 Employee reaffirms his obligations pursuant to Section 5 of his Employment Agreement as set forth fully below. However, the parties agree that this non-competition covenant shall only apply until April 29, 2006: (a) The Seller agrees that To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and in consideration for the stock options and other consideration promised by the Company under his Employment Agreement, during Executive’s employment with the Company and for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent 12 months thereafter regardless of the Parent: (i) engagereason for termination of employment, either the Executive will not, directly or indirectly, as a principal or for its own account or solely or jointly with othersan owner, director, principal, agent, officer, employee, partner, consultant, servant, or as shareholdersotherwise, memberscarry on, partners operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the like (other than through business of primarily promoting, producing, and presenting live diversified entertainment events of a character presented by the ownership Entertainment Businesses during the Executive’s employment by the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has specific plans to operate that were known to the Employee during the Employee’s employment with the Company, including any area within a 50-mile radius of any such location. The foregoing shall not more than 5prohibit the Employee from owning up to 5.0% of the outstanding voting securities or other interests in any partnership, trust, corporation, or other entity provided such ownership is passive or, after the Executive’s employment with the Company has terminated, from being employed in the entertainment industry provided such employment is not primarily related to the promotion, production and presentation of live diversified entertainment events of a character presented by the Entertainment Businesses during the Executive’s employment by the Company. Notwithstanding the foregoing, after the Executive’s employment with the Company has terminated, upon receiving written permission by the Board, the Executive shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or any publicly-traded entity)subsidiary or affiliate of the Company, in any business that competes with the Business as it exists on the Closing Date location in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsquestion. (b) If To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under his Employment Agreement, during the term of Executive’s employment with the Company and for a period of 12 months thereafter regardless of the reason for termination of employment, unless such termination is by the Executive for Good Reason, the Executive will not, directly or indirectly, either for himself or for any provisions other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any customer with whom the Company, or any subsidiary or affiliate of the Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the six-month period preceding the Executive’s last day of employment with the Company; or (iii) has included as a prospect in its applicable pipeline and the same was known to the Executive during his employment with the Company. (c) The Company and the Executive agree that the restrictions contained in this Section 4.6 shall for noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company’s business interests and Confidential Information. If any reason provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court or arbitrator to be held invalidinvalid or unenforceable, illegal or unenforceable the same will in any respect, such invalidity, illegality or unenforceability shall not no way affect any other provisions circumstance or the validity or enforceability of this Section 4.6his Employment Agreement. If any such provision, but this Section 4.6 shall be construed as if such invalidor any part thereof, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a be unenforceable because of the scope, duration, or geographic area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to be for a length reduce the scope and/or duration and/or geographic area of time which is not permitted by applicable lawsuch provision, and/or to delete specific words or phrases, and in any way construed to be too broad or to any extent invalidits reduced form, such provision shall not then be construed to be null, void enforceable and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable lawenforced. The Seller acknowledges parties agree and acknowledge that the Buyer would be irreparably harmed by any breach of this Section 4.6 noncompetition covenant will cause irreparable damage to the Company, and that there would be no adequate remedy at law or in damages to compensate upon breach of any provision of this noncompetition covenant, the Buyer for any such breach. The Seller agrees that the Buyer Company shall be entitled to injunctive relief requiring relief, specific performance by performance, or other equitable relief; provided, however, that this shall in no way limit any other remedies which the Seller Company may have (including, without limitation, the right to seek monetary damages). (d) Should the Executive violate the provisions of this Section 4.6noncompetition covenant, then in addition to all other rights and the Seller consents remedies available to the entry Company at law or in equity, the duration of an order thereofthis covenant shall automatically be extended for the period of time from which the Employee began such violation until he permanently ceases such violation. 4.2 The Parties agree that Employee may be employed in the entertainment industry or own a company in the entertainment industry provided said employment or ownership does not violate the non-competition provisions set forth in Section 4.1 above (“Non-Compete”). In the event that Employee plans to acquire assets that in-whole or in-part violate the Non-Compete, Employee agrees that he shall remedy the violation prior to the closing of such acquisition (“Closing”). If Employee’s efforts are unsuccessful prior to the Closing, Employee shall have thirty (30) days to cure such breach of this Agreement by divesting the assets that are in competition with the Company’s business.

Non-Competition. (a) The Seller agrees In consideration of the salary paid to you by the Company, you agree that during the term of the Employment and for a period of five full two (2) years from following the Closing Datetermination or expiration of this Agreement (for whatever reason): (a) you will not approach clients, neither it nor any of its officers customers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent contacts of the Parent: Company or other persons or entities introduced to you in your capacity as a representative of the Company for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Company and such persons and/or entities; (ib) unless expressly consented to by the Company, you will not assume employment with or provide services as a director or otherwise for any competitor of the Company, or engage, either whether as principal, partner, licensor or otherwise, in any business which is in direct competition with the business of the Company; and (c) unless expressly consented to by the Company, you will not seek directly or indirectly, as a principal by the offer of alternative employment or for its own account or solely or jointly with othersother inducement whatsoever, or as shareholders, members, partners or to solicit the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment services of any employee of the Business Company employed as at or after the date of such termination, or in the year preceding such termination. For purposes of this Section 10, a “competitor” of the Closing Date. ▇▇▇▇▇▇▇▇ mayCompany shall not include an entity that generates 10% or less of its revenues from multimedia semiconductor products and services similar to those provided by the Company, with the prior consent of Parent, be except that if you are employed by, consult with or provide services to any as a director or otherwise to, a subsidiary or divisional business of such an entity, that is a competitor of the Business, with respect to any such subsidiary or divisional business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given deemed a “competitor” if it generates more than 10% of its revenues from multimedia semiconductor products and services similar to those provided by Parent if reasonable the Company. The provisions can provided in Section 10 shall be made to prevent the disclosure separate and severable, enforceable independently of Confidential Information (as defined in the Consulting each other, and independent of any other provision of this Agreement) and to otherwise protect the Business and the Assets. (b) If any . The provisions contained in this Section 4.6 shall for 10 are considered reasonable by you and the Company but, in the event that any reason such provisions should be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or found to be for a length of time which is not permitted by void under applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, laws but to the extent such provision would be valid if some part thereof was deleted or enforceable under applicable lawthe period or area of application reduced, a court of competent jurisdiction such provisions shall construe and interpret or reform this Section 4.6 apply with such modification as may be necessary to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be make them valid and enforceable under such applicable laweffective. The Seller acknowledges that This Section 10 shall survive the Buyer would be irreparably harmed by any breach termination of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer Agreement for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofreason.

Non-Competition. (a) In the event the Executive’s employment under this Agreement shall terminate pursuant to Section 4(a)(iii) or 4(a)(v) of this Agreement during the Term and the Company has met, or is current with, its obligations under Section 4 of this Agreement, for one year following such termination, the Executive shall not, in any county where the Company or its majority-owned subsidiaries has a bank branch that accepts deposits that are insured by the Federal Deposit Insurance Corporation (“FDIC”) at the time of such termination, physically work or perform services as a consultant to, or serve as a member of management or as an employee of a financial institution whose deposits are insured by the FDIC. Company branches of Successors and Assigns of the Company shall not be considered in determining the prohibited geographical area. Notwithstanding the foregoing, this Section 6 shall not apply at any time after a Change in Control shall have occurred. Furthermore, it is expressly acknowledged, agreed and understood that this Section 6 shall not restrict or prohibit the Executive from advising or acting as a consultant to any financial institution regarding the sale of such financial institution (or its assets or liabilities) or the acquisition by any such financial institution of another financial institution (or its assets or liabilities); provided, that it is expressly acknowledged and agreed that Executive shall not be permitted to advise or act as a consultant to any financial institution during the term of Executive’s employment by the Company under this Agreement. (b) The Seller parties have entered into this Section 6 in good faith and for the reasons set forth in the recitals hereto and assume that this Agreement is legally binding. If, for any reason, this Agreement is not binding because of its geographical scope or because of its term, then the parties agree that this Agreement shall be deemed effective to the widest geographical area and/or the longest period of time (but not in excess of one year) as may be legally enforceable. (c) The Executive acknowledges that the rights and privileges granted to the Company in this Section 6 are of special and unique character, which gives them a peculiar value, the loss of which may not be reasonably or adequately compensated for by damages in an action of law, and that a breach of this Section 6 by the Executive will cause the Company great and irreparable injury and damage. Accordingly, the Executive hereby agrees that the Company shall be entitled to remedies of injunction, specific performance or other equitable relief to prevent a breach of this Section 6 by the Executive. This provision shall not be construed as a waiver of any other rights or remedies the Company may have for a period of five full years from the Closing Date, neither it nor any of its officers damages or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇otherwise. 16 Pages Peoples BancTrust - Peoples Bank - ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (a) The Seller Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company, the amount of sensitive and confidential information involved in the discharge of the Executive’s position as Chairman and Chief Executive Officer of the Company, and the harm to the Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that for a during the period of five full years from the Closing Datethat he is receiving any payments under this Agreement, neither it nor he shall not, directly or indirectly in any of its officers manner or Affiliates capacity (other than CIBC and CVF)e.g., nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any as an advisor, principal, agent, partner, officer, director, shareholder, employee, member of his immediate family any association or otherwise) engage in, work for, consult, provide advice or assistance or otherwise participate in any of his or their Affiliates (other than CIBC or CVF) shall, without activity that is competitive with the prior written consent business of the Parent: (i) engageCompany. The Executive further agrees that during such period he will not assist or encourage any other person in carrying out any activity that would be prohibited by the foregoing provisions of this Section if such activity were carried out by the Executive and, in particular, the Executive agrees that he will not induce any employee of the Company to carry out any such activity; provided, however, that the “beneficial ownership” by the Executive, either directly individually or indirectly, as a principal or for its own account or solely or jointly with othersmember of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Exchange Act, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% one percent (1%) of the outstanding voting securities stock of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be publicly held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability corporation shall not affect any other provisions be a violation of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained hereinAgreement. It is further expressly agreed that the intention Company will or would suffer irreparable injury if the Executive were to compete with the Company or any subsidiary or affiliate of the parties that if any Company in violation of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void this Agreement and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer Company would be irreparably harmed by any breach reason of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall competition be entitled to injunctive relief requiring specific performance by the Seller in a court of this Section 4.6appropriate jurisdiction, and the Seller Executive further consents and stipulates to the entry of an order thereofsuch injunctive relief in such a court prohibiting the Executive from competing with the Company or any subsidiary or affiliate of the Company in violation of this Agreement. In the event that the Executive breaches the provisions of this Section 9, the severance benefits under Sections 6.2, 7.2.2 or 8.2, whichever is applicable, shall immediately terminate, the Executive shall cease to be entitled to any additional payments under this Agreement, and all stock options shall cease to be exercisable.

Non-Competition. (a) The Seller In consideration for payments made under this Agreement, including but not limited to Paragraphs 3 and 4, Executive agrees that he will not, for a period of five full Two (2) years after his Employment with the Company, establish a relationship with a competitor (including but not limited to an employment or consulting relationship) or engage in any activity which is in conflict with or adverse to the interest of the Company, as defined on the Effective Date by the AT&T Non-Competition Guideline (hereinafter referred to as a "Competitive Activity"). Executive recognizes that this obligation includes, and is not limited to, an agreement that he shall not work for a competitor of AT&T Corp. as an executive, consultant, independent contractor or in any other capacity for a period of Two (2) years following the termination of his employment with the Company, regardless of whether Executive or the Company terminates the employment relationship. In addition to Executive's obligations outlined in paragraph 10 of this Agreement, any and all payments (except those made from Company-sponsored tax-qualified pension or welfare plans), benefits or other entitlements to which Executive may be eligible in accordance with the terms hereof, may be forfeited, whether or not in pay status, at the discretion of the Company, if Executive engages in Competitive Activity for a period of Two (2) years following termination of his Employment from the Closing DateCompany, neither it nor regardless of whether Executive or the Company terminates the employment relationship. The payments, benefits and other entitlements hereunder are being made in part in consideration of the obligations of this paragraph 10 and in particular the post-employment payments, benefits and other entitlements are being made in consideration of, and dependent upon compliance with this paragraph. This paragraph shall apply notwithstanding any other provision of this Agreement. No forfeiture or cancellation shall take place under paragraph 10 with respect to any payments, benefits or entitlements hereunder or under any other award agreement, plan or practice unless the Company shall have first given Executive written notice of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with othersintent to so forfeit, or as shareholderscancel or pay out and Executive has not immediately ceased such Competitive Activity, members, partners provided that the foregoing prior notice procedure shall not be required with respect to a Competitive Activity which Executive initiated after the Company had informed Executive in writing that it believed such Competitive activity violated this paragraph 10 or the like (other than through AT&T Non-Competition Guideline and it shall not be applicable to Executive's obligation to refrain from criticizing, denigrating or otherwise speaking adversely or disclosing negative information about the ownership Company. Nothing in this paragraph 10 shall prohibit Executive from being a passive owner of not more than 5% ten percent (10%) of the outstanding voting securities common stock, capital stock and/or equity of any publicly-traded entity)firm, corporation or enterprise so long as Executive has no active participation in any the management of business of such firm, corporation or enterprise. Provided, however, that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 Executive may own no more than three percent (3%) of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicitoutstanding common stock, other than through a general solicitation, the employment capital stock and/or equity of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ mayfirm, with the prior consent of Parent, be employed by, consult with corporation or provide services to any entity, enterprise that is a competitor of the BusinessCompany as of the Effective Date so long as his ownership of a competitor or competitors does not comprise in the aggregate more than ten percent (10%) of his net worth as of the Effective Date and so long as Executive has no active participation in the management of business of such firm, corporation or enterprise. Moreover, Executive agrees that during his employment with respect to any business conducted the Company he will not increase his ownership in any territory other competitor in which he holds more than the counties listed on Section 9 one percent (1%) of the Disclosure Schedule; PROVIDEDoutstanding common stock, that such consent shall be given by Parent if reasonable provisions can be made to prevent capital stock and/or equity as of the disclosure Effective Date nor will he acquire during his employment an ownership interest of Confidential Information more than one percent (as defined in the Consulting Agreement1%) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall competitor in which he does not affect any other provisions hold an ownership interest of this Section 4.6, but this Section 4.6 shall be construed more than one percent (1%) as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if Effective Date. A competitor is an enterprise or business who is engaged in or has announced its intention to engage in, any of the businesses engaged in by the Company that comprise or will comprise more than two percent (2%) of both the Company and the competitor's revenue. If the restrictions stated herein are found by a court or covenants an arbitrator to be unreasonable, the Parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall revise the restrictions contained herein is held to cover a geographic the maximum period, scope and area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (a) The Seller agrees that 17.1 During the Term of the Agreement and in the event of termination of the Agreement, whether by the Company or the CEO, or for any other reason whatsoever, the CEO may not, without the board’s written permission, for a period of five full years from twelve (12) months following the Closing Datetermination, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either whether directly or indirectly, as a principal engage in or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), become financially interested in any business that competes with the Business (whether as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicitowner, other than through a general solicitationshareholder, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ mayemployee, with the prior consent of Parentconsultant, be employed bydirector, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, board member or in any way construed other manner whatsoever) that competes directly or indirectly with the business field of the Companies. The business field is defined as: “Research & Development, Marketing and Sales of therapeutic or diagnostic products based on galectins or compounds interacting with galectins”. 17.2 The concept “business that competes directly or indirectly with” shall encompass any kind of commercial business which is researching in, developing, producing, marketing, distributing, selling (incl. acting as agent for and/or exporting) products, compounds, services etc. related to the business field. In assessing whether a breach may have been committed, the competitive situation at the date of termination of this Agreement shall be too broad or to any extent invaliddecisive, or—in the event the potential breach has occurred during the term of this Agreement—at the time of such provision potential breach. 17.3 Considering inter alia the nature of the Companies activities, the Parties hereto agree that the geographical area covered by this non-competition clause shall be the entire world. 17.4 The non-competition clause shall not be construed to be nullapply if the Agreement is terminated by the Company without the Company having reasonable cause, void and of no effect, but or if the CEO terminates the Agreement due to the extent such provision would be valid or enforceable under applicable law, Company having committed a court material breach. 17.5 In case of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 non-competition clause, an injunction may be applied for, and that there would the CEO shall be no adequate remedy at law or in damages liable to compensate the Buyer pay an agreed penalty equal to six (6) months’ Base Salary for any one breach hereof. Payment of the agreed penalty shall not cause the non-competition clause to be terminated. If the Company’s losses exceed the amount of the agreed penalty, the CEO shall indemnify the Company for such breachloss. In addition, the CEO shall cause the unlawful condition to be discontinued immediately. 17.6 The CEO shall receive compensation for undertaking the Non-Competition Clause. The Seller agrees that compensation shall be equal to 50 percent of the Buyer CEO’s salary on termination of employment and be payable as from termination of employment until expiry of the non-competition clause. For the first three (3) months, the compensation shall be paid out in a lump sum (minimum compensation) upon termination of employment and subsequently on a monthly basis in arrears for the duration of the Non-Competition Clause. 17.7 The Company may at its discretion choose not to enforce the non-competition clause. If the non-competition clause is expressly not enforced this clause 18 shall be void. I such case, the CEO will not be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents compensation according to the entry of an order thereofclause 18.6.

Non-Competition. 3.1. The Volunteers shall not and shall procure that their Affiliated Corporations shall not do or permit to be done any of the following:­ 3.1.1. either solely or jointly with or on behalf of any person directly or indirectly carry on or be engaged or interested in or otherwise manage or assist any business which is substantially similar or materially identical to the Business of the Company (aunless such business is a subsidiary, parent, or otherwise part of the same group of holdings as the Company) The Seller agrees that up to the expiration of a twelve (12) month period after the termination of this Deed or the termination of their directorship or shareholding, whichever is the later; 3.1.2. solicit or entice away or endeavour to solicit or entice away any director, volunteer, or employee of the Company at any time during the duration of this Deed or for a period of five full years from twelve (12) months after such director or employee has terminated their directorship or employment in the Closing Date, neither it nor Company; or 3.1.3. cause or permit any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either person directly or indirectly, as a principal or for indirectly under its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services Control to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if do any of the restrictions foregoing acts or things. 3.2. Each undertaking contained in the clause above shall be read and construed independently of the other covenants therein contained herein is so that if one or more should be held to cover a geographic area be invalid as an unreasonable restraint of trade or to for any other reason whatsoever then the remaining covenants shall be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but valid to the extent that they are not held to be so invalid. 3.3. While the covenants in that clause above are considered by the Parties to be reasonable in all the circumstances, if one or more should be held invalid as an unreasonable restraint of trade or for any other reason whatsoever but would have been held valid if part of the wording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said covenants shall apply with such provision would modifications as may be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 necessary to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be make them valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofeffective.

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇▇▇▇▇ hereby agrees that from the Effective Time (as defined in the Plan) until December 31, 2001, ▇▇▇▇▇▇▇▇▇ will not (i) engage in the banking business other than on behalf of the Holding Company or Cohoes or their affiliates within the Market Area (as hereinafter defined), (ii) directly or indirectly own, manage, operate, control, be employed by, or provide management or consulting service in any capacity to any firm, corporation, or other entity (other than the Holding Company or Cohoes or their affiliates) engaged in the banking 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 Holding Company or Cohoes 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 ▇▇▇▇▇▇▇▇▇ as an investor of not more than five percent of the outstanding shares of stock of any corporation whose stock is listed for trading on any securities exchange or is quoted on the automated quotation system of the National Association of Securities Dealers, Inc., or the shares of any investment company as defined in section 3 of the Investment Company Act of 1940, as amended, shall not in itself constitute a violation of ▇▇▇▇▇▇▇▇▇'▇ obligations under this section 2(a). (b) ▇▇▇▇▇▇▇▇▇ acknowledges and agrees that irreparable injury will result to Cohoes in the event of a breach of any of the provisions of this section 2 (the "Designated Provisions") and that Cohoes will have no adequate remedy at law with respect thereto. Accordingly, in the event of a material breach of any Designated Provision, and in addition to any other legal or equitable remedy Cohoes may have, Cohoes shall be entitled to the entry of a preliminary and permanent injunction in Albany County, New York, Schenectady County, New York, or elsewhere in the Market Area, to restrain the violation or breach thereof by ▇▇▇▇▇▇▇▇▇ or any member of his immediate family affiliates, agents, or any of his other persons acting for or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than capacity whatsoever, and ▇▇▇▇▇▇▇▇▇ submits to the counties listed on Section 9 jurisdiction of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined court in the Consulting Agreement) and to otherwise protect the Business and the Assetsany such action. (bc) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention desire and intent of the parties that the provisions of this section 2 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of the restrictions or covenants contained herein is held to cover a geographic area or this section 2 shall be adjudicated to be for a length 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 time such provision in the particular jurisdiction in which such adjudication is not 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 Cohoes , to the fullest extent permitted by applicable law, or in any way construed to be too broad or to any extent invalidthe benefits intended by this section 2. (d) As used herein, such provision "Market Area" shall not be construed to be nullmean Albany, void Saratoga, Rensselaer and of no effectSchenectady Counties, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofNew York.

Non-Competition. (a) The Seller agrees that for a period of five full years from Executive acknowledges and recognizes the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent highly competitive nature of the Parent: businesses of the Company and its Affiliates and accordingly agrees as follows: (i) engageExecutive will not, either during Executive’s employment or engagement with the Company and during the twelve month period immediately following the termination of Executive’s engagement or employment with the Company for any reason (collectively, the “Competition Restricted Period”), accept any employment or consulting relationship with (or own or have any financial interest in), directly or indirectly, any entity engaged in any business area in which the Company or any of its Affiliates engage in business or are actively planning to engage in business during Executive’s employment or engagement with the Company.. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as a principal or for its own account or solely or jointly with othersan investment, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-Person which are publicly traded entity), in any business that competes with the Business as it exists on a national or regional stock exchange or on the Closing Date in any over-the- counter market if Executive (i) is not a controlling person of, or a member of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or a group which controls, such Person and (ii) affirmatively solicitdoes not, other than through a general solicitationdirectly or indirectly, the employment own 5% or more of any employee class of the Business as securities of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsPerson. (b) If any provisions It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 4.6 2 of this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall for not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any reason court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be held invalid, illegal or unenforceable in any respectamended so as to make it enforceable, such invalidity, illegality or unenforceability finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Section 4.6, but 2 of this Section 4.6 Appendix A shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is in effect shall be extended by the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time during which Executive is not permitted in breach of the terms hereof as determined by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide on the Company’s application for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofrelief.

Non-Competition. (a) The Seller a. Executive hereby agrees that for a he will not, during the period of five full his employment with Company, and for three (3) years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engagethereafter, either directly or indirectly, as a principal or for its own account or solely or jointly with othersenter into the employment of, render services to, or as shareholdersacquire any interest whatsoever in any Conflicting organization or other business which competes with Company, membersor which is planning to compete. Executive acknowledges that Company's business includes, partners or without limitation, the like (other than through the ownership of not more than 5% manufacture and marketing of the outstanding voting securities Biojector Jet Injection System and the production of any publiclysterile, single-traded entity), in any business that competes use medication ampules for use with the Business Biojector, as it exists on well as other types of business company may choose to undertake during or shortly after the Closing Date course of Executive's employment. Executive further acknowledges that Company's business is conducted throughout North America and Europe and in such other areas to which Company may expand during the course of Executive's employment or shortly thereafter. Accordingly, Executive agrees that he will not compete with Company in any of those counties listed these areas nor assist others in doing so. Nothing in this paragraph shall prevent Executive from owning an interest in any company that is not a Conflicting Organization and otherwise does not compete with Company. b. Executive further agrees that during the period stated above, he will not directly or indirectly call on, or otherwise solicit, or accept business from any actual or identified potential customer, Conflicting Organization or Conflicting Product of Company that is not for the benefit of, or in the best interest of Company, nor will he assist others in doing so. Executive further agrees that he will not, during the period stated above, encourage or solicit any other employee of Company to leave such employment for any reason, nor will he assist others to do so. c. Executive agrees that he will during the term of his employment with Company, promptly and fully disclose to Company any business opportunity coming to Executive's attention, or conceived or developed in whole or in part by Executive, which relates to Company's business, or anticipated business. Executive will not at any time exploit such business opportunities for his own gain or that of any person or entity other than Company. d. Executive acknowledges that he covenants in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services 6.3 herein are reasonable in relation to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business his position and the Assets. (bnature of Company's business, and that compliance with such covenants after his employment ends will not prevent him from pursuing his livelihood. Nonetheless, should any court or arbitrator(s) If find that any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable provision of these covenants is unreasonable in any respect, such invaliditythe parties agree that the covenants shall be interpreted, illegality limited, and enforced to the maximum extent which the court or unenforceability shall not affect any other arbitrator(s) deems reasonable. Total bonus compensation payable to Executive under all provisions of this Section 4.6bonus agreement will be limited on a year-by-year basis (the "Bonus Ceiling"). Bonuses will be computed and the Bonus Ceiling applied on April 1 to March 31 year (the "Performance Year") so as to correspond to Employer's fiscal year. For the Performance year ending March 31, but this Section 4.6 shall 2000, the Bonus Ceiling will be: • A combined ceiling of $62,500 may be construed earned through any combination of commission on sales or bonus through import goals. By April 30 of each succeeding Performance Year, Employer and Executive will agree on a new Bonus Ceiling for such Performance Year. Bioject, Inc. will pay Executive a commission at the following rate, on all Product Sales that result from any partnering or distribution agreement entered into by Bioject, Inc. Product Sales are defined as if such invalidcollected revenues from sales of Bioject Products to its Partners or Distributors. Bioject Products are any product that Bioject offers for sale including: needle-free injection devices and needle-free device syringes. Commission will be computed on revenues from sales of Bioject Products collected in each month, illegal or unenforceable provisions had never been contained herein. It is and will be paid by the intention 15th day of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable lawfollowing month. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.•

Non-Competition. (a) The Seller agrees that for a period During the Employment Period and after termination of five full years from this Agreement by the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVFExecutive under Section 6.1(a), nor ▇▇▇▇▇ ▇or by the Company under Section 5 or Section 6.1(b), the Company may restrict the Executive's subsequent involvement in the Restricted Business Activities, as defined below, for the period ending two (2) years after the date of termination of this Agreement (the "Non-compete Period") provided that the Company has not otherwise breached its obligations under the Agreement. ▇▇▇▇▇▇▇▇ or any member As used in this Agreement, the term "Restricted Business Activities" shall mean the marketing and sale of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallladies' and men's consumer soft lines to retail stores, which the Company sold and marketed during Executive's employment with the Company. During the Non-compete Period, Executive shall not, without the prior written consent approval of the Parent: (i) engageCompany, either directly or indirectly, either as a principal an individual, partner, joint venturer, employee or agent for its own account any person, company, corporation or solely or jointly with othersassociation, or as shareholdersan officer, membersdirector or stockholder of a corporation or otherwise, partners enter into or engage in or have a proprietary interest in the like (Restricted Business Activities other than through the ownership of not (a) the stock of the Company then held by Executive, and (b) no more than five percent (5% %) of the outstanding voting securities of any other publicly-traded entity)held company. The Executive recognizes and agrees that because a violation by him of his obligations under this Section 8 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 light of the Disclosure Schedule where circumstances as they exist at the Business is conducted on the Closing Date; or (ii) affirmatively solicitdate upon which this Agreement has been executed. However, other than through should a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can determination nonetheless be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe at a later date that the character, duration or geographical scope of this covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and interpret or reform the Company that this Section 4.6 covenant not to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as compete shall be valid construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and enforceable under such applicable law. The Seller acknowledges that necessary to assure the Buyer would be irreparably harmed by any breach Company of the intended benefit of this Section 4.6 and that there would be no adequate remedy at law or in damages covenant to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofcompete.

Non-Competition. (a) 11.1 The Seller Employee agrees that following the termination of his employment with the Company for any reason, he shall not, within Canada, the United States of America and the countries comprising the European Economic Union, for a period of five full years three (3) months from the Closing Date, neither it nor any date of its officers or Affiliates such termination (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (iCompany) engage, either directly individually or indirectly, as a principal or for its own account or solely or jointly with othersin partnership, or in conjunction with any person or persons, firm, association, syndicate, company or corporation as shareholdersprincipal, membersagent, partners director, officer, employee, consultant, investor or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists other manner whatsoever carry on the Closing Date or be engaged in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult concerned with or provide services interested in, or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any entityperson or persons, that is a competitor of the Businessfirm, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDEDassociation, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetssyndicate, company or corporation. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions 11.2 The Employee acknowledges that a breach by the Employee of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained in section 1.4(d) and section 11 herein is held shall result in damages to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall the Company and that the Company could not be construed adequately compensated for such damages by a monetary award. Accordingly, in the event of any such breach, in addition to be null, void and of no effect, but all other remedies available to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy Company at law or in damages to compensate equity, the Buyer for any such breach. The Seller agrees that the Buyer Company shall be entitled as a matter of right to injunctive apply to a Court of competent jurisdiction for such relief requiring specific performance by way of restraining order, temporary or permanent injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement. 11.3 The Employee agrees that all documents, copies, records and other materials made or received by the Seller Employee and which are in his possession or under his control that pertain to the business and affairs of the Company are the property of the Company and shall be returned to the Company by the Employee forthwith upon the termination of this Section 4.6, Agreement or at any time during the term hereof immediately upon the request of the Company. 11.4 The Employee hereby agrees that all restrictions in this Agreement are reasonable and the Seller consents valid and all defences to the entry of an order thereofstrict enforcement thereof by the Company are hereby waived by the Employee.

Non-Competition. (a) The Seller Except for the 20 video stores currently owned by the Executive and subject to the License Agreement and the Product and Support Agreement, both dated as of January 25, 2001, by and among Hollywood Entertainment Corporation, Hollywood Management Corporation and Boards Inc., and subject to the provisions in paragraphs 8 and 11, Executive covenants and agrees that that, during his employment and for a period of five full two (2) years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent after he ceases being an employee of the Parent: (i) engageCompany, either Executive will not, directly or indirectly, as a principal own, manage, operate or for its own account or solely or jointly with otherscontrol, or as shareholdersparticipate in the ownership, membersmanagement, partners operation or control of, any business competing directly with the like (other than through primary business conducted on the ownership date of termination hereof by the Company; provided, however, that Executive may own not more than 51% of the outstanding voting securities of any publicly-traded entity), class of any corporation engaged in any business such business, if such securities are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities association. For the purposes of this paragraph 9, “competition” is defined as any company that competes with the Business as it exists on the Closing Date in any owns or operates video specialty stores where ten percent (10%) or more of those counties listed in Section 9 such company’s video stores operate within two (2) miles of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsCompany’s stores. (b) Executive covenants and agrees that, during his employment and for a period of two (2) years after he ceases being an employee of the Company, he will not directly or indirectly induce any person associated with or employed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, or solicit the employment of any such person on behalf of any other business enterprise. (c) If any provisions contained term of this paragraph 9 is found by any court having jurisdiction to be too broad, then and in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respectthat case, such invalidityterm shall nevertheless remain effective, illegality but shall be considered amended (as to the time or unenforceability area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (d) In the event that Executive shall violate any provision of this Agreement (including but not affect any other limited to the provisions of this Section 4.6paragraph 9), but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but then Executive hereby consents to the extent such provision would be valid granting of a temporary or enforceable under applicable law, a permanent injunction against him by any court of competent jurisdiction shall construe prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and interpret or reform this Section 4.6 to provide upon any motion for a covenant having the maximum enforceable geographic areatemporary or permanent injunction, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges Executive agrees that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or his ability to answer in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall not be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents a bar or interposed as a defense to the entry granting of an order thereofsuch temporary or permanent injunction against Executive.

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engageExecutive covenants and agrees that during the Restricted Period, either Executive shall not, directly or indirectly, individually or jointly, (1) serve as a principal an advisor, agent, consultant, director, employee, officer, partner, proprietor or otherwise of, (2) have any ownership interest in (except for its own account passive ownership of one percent (1%) or solely or jointly with othersless of any entity whose securities have been registered under the Securities Act of 1933, as amended, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% Section 12 of the outstanding voting securities Securities Exchange Act of 1934, as amended) or (3) participate in the organization, financing, operation, management or control of, any publicly-traded entitybusiness engaging in Competitive Activities. The foregoing covenant shall cover Executive’s activities in every part of the Restricted Area (as defined under Section 1(u) above), in any business that competes with to the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or extent permitted by applicable law. (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee Executive acknowledges and agrees that his fulfillment of the Business as obligations contained in this Agreement, including, but not limited to, his obligation neither to use, except for the benefit of the Closing DateCompany, or to disclose the Company’s Confidential Information and his obligation not to compete contained in subsection (b)(i) above is necessary to protect the Company’s Confidential Information and to preserve the Company’s value and goodwill. ▇▇▇▇▇▇▇▇ mayExecutive further acknowledges the time, geographic and scope limitations of his obligations under subsection (b)(i) are reasonable, especially in light of the Company’s desire to protect its Confidential Information, and that Executive will not be precluded from gainful employment if he is obligated not to compete with the prior consent of ParentCompany during the Restricted Period and within the Restricted Area, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsdescribed above. (biii) If any provisions The covenants contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 subsection (b)(i) shall be construed as if a series of separate covenants, one for each city, county and state of any geographic area in the Restricted Area. Except for geographic coverage, each such invalidseparate covenant shall be deemed identical in terms to the covenant contained in subsection (b)(i) above. If, illegal in any judicial or unenforceable provisions had never been contained herein. It is the intention of the parties that if arbitration proceeding, a court or arbitrator refuses to enforce any of the restrictions such separate covenants (or covenants contained herein is held to cover a geographic area any part thereof), then such unenforceable covenant (or to such part) shall be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but eliminated from this Agreement to the extent such provision would necessary to permit the remaining separate covenants (or portions thereof) to be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofenforced.

Non-Competition. (a) The Seller Employee acknowledges and recognizes the highly competitive nature of the businesses of Employer and its affiliates and accordingly agrees that for a during the period commencing on the date hereof and continuing until the later of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly the date that Employee ceases to receive payments pursuant to Section 5 of this Employment Agreement or indirectly, as a principal or for its own account or solely or jointly (ii) one (1) year from the date of the termination of Employee's employment: (i) Employee will not engage in any activity which is competitive with othersany business now, or as shareholdersat any time during the Employment Term, membersconducted by Employer, partners its subsidiaries or the like its affiliates, including without limitation becoming an employee, investor (other than through the ownership except for passive investments of not more than 5% one percent (1%) of the outstanding voting shares of, or any other equity over-the-counter securities of any publicly-traded entitymarket), officer, agent, partner or director of, or other participant in, any firm, person or other entity in any business that geographic area which either directly competes with the Business as it exists on the Closing Date in a line or lines of business of Employer, its subsidiaries or its affiliates. Notwithstanding any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions provision of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but Employment Agreement to the extent such provision would be valid or enforceable under applicable lawcontrary, a court upon the occurrence of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 6(a)(i), if Employee is employed by Employer, Employer may immediately terminate the employment of Employee for Cause in accordance with the provisions contained in Sections 5 and that there would be no adequate remedy at law 16, whether or not Employee is employed by Employer, Employer shall immediately cease to have any obligations to make payments to Employee under this Employment Agreement. (ii) Employee will not directly or indirectly assist others in damages engaging in any of the activities in which Employee is prohibited to compensate the Buyer for engage by clause (i) above. (iii) Employee will not directly or indirectly (A) induce any such breach. The Seller agrees that the Buyer shall be entitled employee of Employer, its subsidiaries or its affiliates to injunctive relief requiring specific performance engage in any activity in which Employee is prohibited from engaging by the Seller of this Section 4.6clause (i) above or to terminate his employment with Employer, and the Seller consents to the entry of an order thereof.its subsidiaries or its affiliates, or

Non-Competition. 9.1 During the Term (awithout taking into account any automatic extensions of the Term as provided in Section 1. 1) The Seller agrees that and for a period of five full two (2) years from thereafter, unless the Closing DateEmployee is terminated under sections 7.3 or 7.4, neither it nor the Employee will not carry on or engage in any business (other than for the Corporation, or any of its officers subsidiaries or Affiliates affiliates) within fifty (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or 50) miles of any member of his immediate family or any of his or their Affiliates county in which the Corporation is doing business as owner (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the excluding ownership of not more than 5% of the outstanding voting securities shares of any a publicly-traded entityheld corporation, so long as such ownership does not involve any managerial or operational responsibility or other employee status), in partner, officer, employee or consultant, which business is directly competitive with any business engaged in or carried on at the date of termination of the Term by the Corporation, or any of its subsidiaries of affiliates, provided that if such corporations shall discontinue any line of business subsequent to such date, this covenant not to compete shall terminate with respect to such discontinued line of business. 9.2 During the Term (without taking into account any automatic extensions of the Term as provided in section 1.1) and for two (2) years thereafter, the Employee will not, without the prior written consent of the Corporation, either directly or indirectly solicit or otherwise encourage any person employed by the Corporation to leave the employ of the Corporation. 9.3 The Employee agrees that the Corporation will suffer irreparable injury if, in breach of the covenants contained herein, he competes with the Business as it exists on business of the Closing Date in Corporation, or any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; its subsidiaries or (ii) affirmatively solicitaffiliates, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate by reason of such competition the Buyer for any such breach. The Seller agrees that the Buyer shall Corporation will be entitled to injunctive relief requiring specific performance by the Seller in a court of this Section 4.6, and the Seller consents competent jurisdiction. The Employee hereby stipulates to the entry of an order thereoftemporary, preliminary and permanent injunctive relief prohibiting him from competing with the Corporation, or any of its subsidiaries or affiliates,, in breach of such covenants. 9.4 The Employee agrees that if in any judicial proceeding a court shall refuse to enforce any covenant contained in this Agreement because it covers too extensive a geographic area or too broad a scope of activities or too long a period of time, such covenant shall be reduced-in scope to the extent required by law.

Non-Competition. (a) The Commencing at the Closing and continuing for a period ending three (3) years after the Closing, Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) will engage, either directly or indirectly, as a principal or for its whether on their own account or solely or jointly with others, or as shareholders, members, partners or the like a stockholder (other than through the ownership of not more as a less than 5% stockholder of the outstanding voting securities of any a publicly-traded held company), partner, joint venturer, firm, corporation, or other entity), in any or all of the following activities throughout the United States: (i) Enter into or engage in a business that competes competitive with the Business as it exists on the Closing Date Business; (ii) Solicit customers, advertisers or business patronage which results in competition with Purchaser or any of those counties listed its Affiliates engaged in Section 9 the Business; or (iii) Solicit employees or consultants of Purchaser or Sub to leave their employ of Purchaser or Sub or terminate their consulting relationship with Purchaser or Sub, to the Disclosure Schedule where the Business is conducted on extent Purchaser or Sub employs or engages such persons after the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions Without limitation, the parties agree and intend that the covenants contained in this Section 4.6 6.2 shall be deemed to be a series of separate covenants and agreements, one for any reason be held invalideach state of the United States. If, illegal or unenforceable in any respectjudicial proceeding, a court shall refuse to enforce in such invalidityaction all of the separate covenants deemed included herein, illegality or unenforceability shall not affect any other provisions then at the option of this Section 4.6Purchaser, but this Section 4.6 wholly unenforceable covenants shall be construed as if deemed eliminated from the provisions hereof for the purpose of such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such provision would be valid or enforceable under applicable lawa proceeding. (c) The parties agree that due to the unique nature of the experience, a court knowledge and capabilities of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic areaSeller, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would can be no adequate remedy at law or in damages to compensate the Buyer for any breach of its obligations hereunder, that any such breach. The Seller agrees breach may allow Seller, and/or third parties to unfairly compete with Purchaser or Sub resulting in irreparable harm to Purchaser or Sub, and therefore, that the Buyer upon any such breach or any threat thereof, Purchaser or Sub shall be entitled to injunctive appropriate equitable relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents in addition to the entry of an order thereofwhatever remedies it might have at law.

Non-Competition. (a) The Seller agrees Sellers understand that Acquiror shall be entitled to protect and preserve the going concern value of the business of the Companies and the Transferred Business to the extent permitted by applicable Law and that Acquiror would not have entered into this Agreement absent the provisions of this Section 5.11 and, therefore, for a period of five full (5) years from the Closing DateClosing, neither it nor any Sellers shall not, and shall cause each of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates not to, engage (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly), alone or in association with another Person, Control, operate, manage or have any ownership interest, whether as a principal or for its own account or solely or jointly with othersproprietor, partner, member, stockholder, consultant, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity)otherwise, in any business that competes with the Competing Business (as it exists on the Closing Date in defined below). Sellers shall not have any of those counties listed in obligation under this Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, 5.11 with respect to any business conducted in any territory other than the counties listed on Section 9 Person from and after such time as such Person ceases to be an Affiliate of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsSellers. (b) If any provisions contained Notwithstanding anything to the contrary in this Section 4.6 shall for any reason 5.11(a), and without implication that the following activities otherwise would be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other subject to the provisions of this Section 4.65.11, but nothing in this Section 4.6 Agreement shall be construed as if such invalidpreclude, illegal prohibit or unenforceable provisions had never been contained herein. It is the intention restrict Sellers and their respective Affiliates from engaging, or require Sellers or any of the parties that if their respective Affiliates not to engage, in any manner in any of the restrictions following: (i) purchasing or covenants contained herein owning up to and including five percent (5.0%) of any class of securities of a publicly-held corporation (if such securities are listed on any national or regional securities exchange or have been registered under applicable Law) engaged primarily in a Competing Business; (ii) making investments in the ordinary course of business, including in a general or separate account of an insurance company, in Persons engaging in a Competing Business; provided, that each such investment is held a passive investment where such Seller or applicable Affiliate: (A) does not intend or have the right to cover designate a geographic area majority of the members of the board of directors or other governing body of such entity or to be for a length otherwise influence or direct the operation or management of time which any such entity and (B) is not permitted a participant with any other Person in any group (as such term is used in Regulation 13D of the Securities Exchange Act of 1934) with such intention or right; (iii) selling or otherwise disposing of any of their respective assets or businesses to a Person engaged in any Competing Business; (iv) making investments in Acquiror or any of its Affiliates; (v) managing or controlling investment funds that make investments in Persons engaged in a Competing Business, so long as such investments are in the ordinary course of business; (vi) engaging in and carrying out the activities and transactions contemplated by applicable lawthe Transaction Agreements (including the Amended and Restated Reinsurance Agreements and the Administrative Services Agreement); (vii) selling, marketing, underwriting, issuing or insuring any insurance products that are not FCIC Policies or Crop Hail Policies; or (viii) acquiring, merging or combining with any business that would otherwise violate this Section 5.11 that is acquired from any Person after the Closing Date (an “After-Acquired Business”); provided, that either (A) at the time of such acquisition, merger or combination, the revenues derived from the Competing Business by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than twenty-five percent (25%) of the gross revenues of the After-Acquired Business in the most recently completed fiscal year immediately prior to the date of such acquisition, merger or combination (the “Aggregate After-Acquired Revenues”), or in any way construed (B) if at the time of such acquisition, merger or combination, the Competing After-Acquired Revenues constitute more than twenty-five percent (25%) of the Aggregate After-Acquired Revenues then, within twelve (12) months after such acquisition, merger or combination, (I) such Seller or applicable Affiliate signs a definitive agreement to be too broad dispose, and subsequently disposes of, the relevant portion of the business or to any extent invalidsecurities of such After-Acquired Business, (II) such provision shall Seller or applicable Affiliate otherwise modifies the After-Acquired Business such that the Competing After-Acquired Revenues constitute not be construed to be null, void and more than twenty-five percent (25%) of no effect, but to the extent Aggregate After-Acquired Revenues or (III) the business of such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform After-Acquired Business otherwise complies with this Section 4.6 to provide for a covenant having 5.11. (c) For the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach purposes of this Section 4.6 Agreement, the term “Competing Business” means the business of selling, marketing, underwriting, issuing or insuring FCIC Policies and that there would be no adequate remedy at law or in damages to compensate Crop Hail Policies (other than the Buyer for any such breach. The Seller agrees that CUMIS Retained Business) within the Buyer shall be entitled to injunctive relief requiring specific performance by territory of the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofUnited States.

Non-Competition. (a) The In order that Purchaser and its Affiliates may have and enjoy the full benefit of the business carried out by Sellers through the Company and its Subsidiaries, each Management Seller agrees that for a period of five full years from one (1) year commencing on the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallsuch Management Seller will not, without the prior express written consent approval of the Parent: (i) engagePurchaser, either directly or indirectlyindirectly engage in, as a principal manage, own, operate, invest in or for its own account or solely or jointly with othersloan money to, or as shareholders, members, partners or the like assist (other than through the ownership including by any license of not more than 5% of the outstanding voting securities of any publicly-traded entity), in Intellectual Property) any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that which is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information Competing Business (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsbelow). (b) If any provisions Nothing contained in this Section 4.6 5.11 shall prohibit, restrict or prevent Management Sellers or their Affiliates from beneficially owning, in the aggregate, up to five percent (5%), on a fully-diluted basis, of the total shares of all classes of stock outstanding of any corporation having securities listed on the NYSE, the American Stock Exchange, or traded on Nasdaq. (c) If Purchaser (or a transferee of Purchaser) transfers, directly or indirectly, by sale of stock, merger, sale of assets or otherwise, any part of the business of the Company or any of its Subsidiaries to one or more third parties, Management Sellers’ agreements in this Section 5.11 shall continue with respect to such third party transferees and each transferee shall have the same rights as the Purchaser hereunder. The parties agree that the remedy at law for any reason breach of any obligation under this Section 5.11 will be held invalid, illegal or unenforceable inadequate and that in any respect, such invalidity, illegality or unenforceability shall not affect addition to any other provisions of rights and remedies to which they may be entitled hereunder, at law or in equity, Purchaser and its transferees shall be entitled to injunctive relief and reimbursement for all reasonable attorney’s fees and other expenses incurred in connection with the enforcement hereof. In the event this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein 5.11 is held to cover a geographic area or be in any respect an unreasonable restriction upon Management Sellers by any court having competent jurisdiction, the court so holding may reduce the territory to be for a length which this Section 5.11 pertains and/or the period of time for which is not permitted by applicable lawit operates, or in effect any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but other change to the extent necessary to render this Section 5.11 enforceable by such provision would be valid or enforceable under applicable law, court. As so modified Section 5.11 will continue in full force and effect. Such decision by a court of competent jurisdiction shall construe and interpret or reform not invalidate this Section 4.6 to provide for a covenant having the maximum enforceable geographic areaAgreement, time period and other provisions (not greater than those contained herein) as but this Agreement shall be valid interpreted, construed and enforceable under enforced as not containing such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach invalidated provision. (d) For purposes of this Section 4.6 5.11, “Competing Business” means direct to consumer sales of prescription and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofnon-prescription eyewear.

Non-Competition. (a) The Seller Employee agrees that during the term of this Agreement he will not, directly or indirectly, for a period Employee's own account or for the benefit of five full years from the Closing Date, neither it nor any of its officers other person or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ party engage or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallbecome, without the prior written consent of the Parent: (i) engageCompany, either directly an owner, director, manager, officer, partner, operator, employee or indirectly, as a principal or for its own account or solely or jointly with othersagent of, or as shareholdersrender services to or invest in, members, partners any business or enterprise competing with the like (other than through the ownership of not more than 5% primary business of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsCompany. (b) In addition to the agreement in Section 16(a), for a period of three years after the term of this Agreement Employee agrees not to compete with the Company with respect to any prospect established with respect to Company properties owned at the time of termination of this Agreement, or any other specific matter or opportunity, which was specifically identified by the Company to Employee in writing as of the date of such termination. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Employee from being a passive investor in (i) any Fortune 500 companies, or (ii) any other business or enterprise (A) not in direct competition with the business of the Company and (B) not an entity which is a party to an exploration agreement with the Company. Provided, however, that with respect to any investment in a business or enterprise engaged in the oil and gas industry (other than any Fortune 500 companies), Employee shall obtain the prior consent of the Board of Directors of the Company, which consent shall not be unreasonably withheld. If Employee intentionally breaches any provisions of Section 15 or this Section 16 (collectively the "Restrictive Covenants") in a material way, the Company shall have the right to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction it being acknowledged and agreed that any such breach will cause irreparable injury to the Company and that money damages will not provide adequate remedy to the Company. The Company's right of specific performance hereunder shall be independent of, and in addition to, any other rights and remedies available to the Company under law or in equity. If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties court determines that if any of the restrictions Restrictive Covenants or covenants contained herein any part thereof is held invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to cover a geographic area or to be for a length the invalid portions. If any court determines that any of time which is not permitted by applicable lawthe Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or geographical scope of such provision, as the case may be and, in any way construed to be too broad or to any extent invalidits reduced form, such provision shall not then be construed to be null, void enforceable and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofenforced.

Non-Competition. (a) The Seller agrees that for a period of five full years from To protect the Closing Dategoodwill, neither it nor any of its officers or Affiliates (other than CIBC trade secrets and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent confidential information of the Parent: (i) engagemembers of the Group, either Consultant agrees that, during the Term of this Agreement he will not, directly or indirectly, as a principal be engaged in, have an economic interest in or for its own account be employed by any business conducting the funeral, cemetery, crematory, burial or solely funeral prearranged sales business (collectively, the "Funeral Business") if such Funeral Business is directly or jointly indirectly in competition with othersthe business of any member of the Group. Specifically, but without limitation, Consultant shall not individually, or as shareholdersa partner, membersmember, partners employee, advisor, officer, director, shareholder or agent of any corporation, trust, or other business entity, own, manage, join, participate in, encourage, support, finance, be engaged in the like (other than through Funeral Business or any business reasonably related to the ownership of not more than 5% Funeral Business which is in direct or indirect competition with any business owned, managed or operated by any member of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsGroup. (b) If any provisions Upon at least six (6) months prior written notice to Consultant, Corporation may extend the Term of this Agreement for an additional two (2) year period following the Primary Term set forth in Section 1(d) hereof. Corporation may, at its option, extend the term of this Agreement for an additional two (2) year period upon giving at least six months written notice to Consultant prior to the expiration of the first two (2) year extension period. (c) Consultant agrees that the limitations as to time, geographic area, and scope of activity contained in this the covenant not to compete set forth in Section 4.6 shall for any reason be held invalid9(a) above do not impose a greater restraint than is necessary to protect the confidential information, illegal or unenforceable in any respectgoodwill, such invalidity, illegality or unenforceability shall not affect any and other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention business interests of the parties that if any members of the restrictions Group. If an arbitrator or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret should declare the covenant not to compete unenforceable, in whole or reform this Section 4.6 in part, due to provide for a covenant having the maximum enforceable geographic any unreasonable restriction of duration and/or geographical area, time period then Corporation and other provisions (Consultant hereby acknowledge and agree that such arbitrator or court of law or equity shall have the express authority to reform the covenant not greater than those contained hereinto compete set forth in Section 9(a) as shall be valid above to a reasonable restriction and/or to grant Corporation any and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy all relief, at law or in damages equity, reasonably necessary to compensate protect the Buyer for any such breach. The Seller agrees that interests of the Buyer shall be entitled to injunctive relief requiring specific performance by members of the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofGroup.

Non-Competition. (a) The Seller agrees that for a period of five full years from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engageDuring the Non-Compete Period, either the Executive shall not, directly or indirectly, (A) solicit or encourage any client or customer of the Employer or the Affiliates, or any person or entity who was such a client or customer of the Employer or the Affiliates within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer, any existing business arrangements with the Employer or to transfer existing business from the Employer to any other person or entity, (B) provide services in any capacity to any entity primarily engaged in buying, trading, holding and servicing life insurance products (the “Business”) in any geographic area in which the Employer or the Affiliates conducts that business, or is actively planning to conduct the Business, as of the date of such termination (the “Non-Competition Area”) the or (C) own an interest (directly or indirectly) in any entity engaging in the Business. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% result of the outstanding voting securities of any publicly-traded entity)foregoing, in any business the event that competes with the Business as it exists on Executive breaches such covenant, monetary damages would be an insufficient remedy for the Closing Date in any of those counties listed in Section 9 Employer and equitable enforcement of the Disclosure Schedule where the Business is conducted on the Closing Date; or covenant would be proper. (ii) affirmatively solicit, other than through a general solicitation, If the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted restrictions contained in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent 7(d)(i) shall be given determined by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall construe and interpret or reform this Section 4.6 be modified to provide be effective for a covenant having the maximum period of time for which it may be enforceable geographic area, time period and other provisions (not greater than those contained herein) over the maximum geographical area as shall to which it may be valid enforceable and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofmaximum extent in all other respects as to which it may be enforceable.

Non-Competition. (a) The Seller 4.1 Ross agrees that for a period commencing on the Termination Date and concluding upon the earlier to occur of five full years (a) twenty four (24) months after such Termination Date and (b) the date subsequent to such Termination Date upon which the Company is in material breach of any material provision of this Agreement (provided that Ross notifies the Company in writing of such breach and the Company does not cure such breach within ten (10) days of the receipt of such notice from the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVFRoss), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Ross shall not own, manage, operate, control or any member of his immediate family participate in the ownership, management, operation or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with otherscontrol, or as shareholders, members, partners be employed by or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), connected in any business that manner with, any business, firm or corporation which is engaged in or competes with the Business business of the Company, its subsidiaries, affiliates or divisions as it exists such business is constituted on the Closing Date in any of those counties listed in Section 9 of Termination Date. 4.2 Anything to the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitationcontrary herein notwithstanding, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision 4.1 shall not be construed deemed violated by the purchase and/or ownership by Ross of shares of any class of equity securities (or options, warrants or rights to be nullacquire such securities, void and or any securities convertible into or exchangeable or exercisable for such securities) (x) of no effectthe Company (or any successor thereto), but to the extent such provision (y) representing (together with any securities which would be valid acquired upon the exercise of any such options, warrants or enforceable under applicable lawrights or upon the conversion of any other security convertible into or exchangeable or exercisable for such securities) three percent (3%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Ross shall not be otherwise connected with or active in the business (including serving as a court member of competent jurisdiction shall construe and interpret or reform the board of directors) of the issuers described in this Section 4.6 to provide for a covenant having 4.1 or (z) of any entity which is then employing Ross, provided that such employment does not violate the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof4.1.

Non-Competition. (a) The Seller agrees that for For a period of five full four (4) years from and after the Closing DateClosing, neither it the Seller nor any of its officers Affiliates will directly or indirectly engage in the EDI Business (provided, however, the Parties acknowledge the Seller’s rights to conduct its business as described in the Data License Agreement); provided, that the Parties agree and acknowledge that the Seller and its Affiliates (other than CIBC have and CVF)will continue to have and seek relationships with customers, nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent clients and prospective clients of the Parent: (i) engage, either directly or indirectly, as a principal or Acquired Business for business that is not competitive with the Acquired Business and that nothing contained in this Section 4.11 shall limit in any way the Seller’s and its own account or solely or jointly Affiliates’ right to access such entities in connection with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% businesses of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) Seller and to otherwise protect the Business and the Assetsits Affiliates. (b) If In the event any judicial or arbitral determination is made that any provision of this Section 4.11 constitutes an unreasonable or otherwise unenforceable restriction against the Seller or any of its Affiliates, the provisions of this Section 4.11 shall be rendered void only to the extent that such judicial or arbitral determination finds such provisions to be unreasonable or otherwise unenforceable with respect to such Person. In this regard, any judicial authority construing this Agreement shall be empowered to sever any portion of the restricted geographical area, any prohibited business activity or any time period from the coverage of this Section 4.11 and to apply the provisions of this Section 4.11 to the remaining portion of the restricted geographical area, the remaining business activities and the remaining time period not so severed by such judicial or arbitral authority. (c) The Seller acknowledges and agrees that any remedy at law for any breach of the provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 4.11 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void inadequate and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by in addition to any other remedy the Seller of Buyer may have under this Section 4.6, and the Seller consents to the entry of an order thereofAgreement.

Non-Competition. (a) The Seller agrees that for a period After the Closing, none of five full years from the Closing Date, neither it nor any of its officers or Affiliates Sellers (other than CIBC and CVF), nor The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or any member Fund of his immediate family or any The Dallas Jewish Community Foundation and The Jonas Family Philanthropic Fund of his or their Affiliates (other than CIBC or CVFThe Dallas Jewish Community Foundation) shall, without the prior written consent of the Parent: (i) engage, either shall directly or indirectlyindirectly own, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parentmanage, be employed by, consult with operate or provide services to any entitycontrol, that is invest in, serve as officer or director for, serve as consultant to, directly or indirectly, or otherwise engage in (except as a competitor holder of less than 2% of the Businessoutstanding stock of any company whose securities are traded on any national stock exchange or over-the-counter), the manufacture, design, distribution, marketing or sales of any baking, heating, cooking, warming, toasting or other form of heat generating commercial food service equipment worldwide for a period of three (3) years from the date of termination of such Seller’s employment with respect the Group, but in no event longer than five (5) years from the Closing Date (the "Non-Compete Period"). In addition, during the Non-Compete Period, no Seller shall, directly or indirectly, persuade or attempt to persuade any business conducted in employee of the Company to leave the Company's employ, or to become employed by any territory Person other than the counties listed on Company for the purpose of engaging in the manufacture, design, distribution, marketing or sales of any baking, heating, cooking, warming, toasting or other form of heat generating commercial food service equipment worldwide. Each Seller agrees that the provisions of this Section 9 of the Disclosure Schedule; PROVIDED, 12.4 are reasonable and necessary for Buyer's protection and that such consent if any portion thereof shall be given by Parent if reasonable provisions can be made held contrary to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal law or invalid or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect respect in any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable lawjurisdiction, or in as to one or more periods of time, geographic area, areas of business activities, or any way construed to be too broad or to any extent invalidpart thereof, such provision the remaining provisions shall not be construed to affected but shall remain in full force and effect and that any such invalid or unenforceable provision shall be nulldeemed, void without further action on the part of any Person, modified and of no effect, but limited to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 necessary to provide for a covenant having render the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be same valid and enforceable under in such applicable lawjurisdiction. The Each Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller further agrees that the remedies at law in the event of a breach of or a default under this Section 12.4 would be insufficient and that Buyer shall be entitled to injunctive the immediate grant of equitable relief requiring including, but not limited to, the remedy of specific performance by to enjoin any breach, or the Seller continuation of any breach, of the provisions of this Section 4.612.4. If any proceeding is brought to enforce this Section 12.4, and the Seller consents prevailing party shall be entitled to recover its attorneys’ fees incurred in connection with such proceeding from the entry of an order thereofother party.

Non-Competition. (ai) The Seller agrees that Company shall not, and shall cause its Subsidiaries not to, for a period of five full years from following the Closing Date, neither it nor establish or acquire any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business that competes with new businesses within the Business as it exists on Territory that involve the Closing Date in any manufacture, distribution or sale of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee products of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parentnor directly or indirectly invest, be employed bymanage, consult with operate, or provide consulting, manufacturing or co-packing services to any entityperson engaged or, that is a competitor to the Knowledge of the BusinessCompany, with respect planning to any business conducted become engaged in any territory the Business (the “Competitive Activities”). (ii) Notwithstanding paragraph (i) of this Section 4.1(c), the Company and each of its Subsidiaries shall be permitted to (A) continue to conduct their current businesses and extensions thereof (other than the counties listed on Section 9 Business); (B) acquire and own interests of any Person engaged in Competitive Activities, so long as such interests do not represent five percent or more of such Person’s voting securities; (C) acquire, own and operate, or otherwise invest in, a Person that competes with the Business (so long as the portion of the Disclosure Schedulerevenue of such Person derived solely from Competitive Activities does not account for more than five percent (5%) of the consolidated revenue of the Company during its most recently completed fiscal year); PROVIDED(D) be acquired by one or more entities that own(s) a business that competes with the Business; or (E) manufacture, that such consent shall be given by Parent if reasonable provisions can be made to prevent market, sell and distribute any or all of the disclosure of Confidential Information following products: (1) frozen food products for which the predominant ingredient (as defined in contemplated by 21 CFR 101.4(a) or one or more successor regulations of the Consulting AgreementU.S. Food and Drug Administration) is not a seafood product but otherwise includes seafood, (2) broth products that include seafood and to otherwise protect the Business and the Assets(3) any seafood product not intended for human consumption. (biii) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions the final judgment of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges declares that the Buyer would be irreparably harmed by any breach term of this Section 4.6 4.1(c) or Section 4.1(d) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term of provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid or enforceable and that there would comes close to expressing the intention of the invalid or unenforceable term or provision, and that this Section 4.1(c) or Section 4.1(d) shall be no adequate remedy at law or in damages to compensate enforceable as so modified after the Buyer for any expiration of the time within which such breachjudgment may be appealed. The Seller agrees parties hereto agree that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, 4.1(c)(iii) is reasonable and necessary to protect and preserve the Buyer’s legitimate business interests and the Seller consents value of the Business and to prevent any unfair advantage conferred on the entry of an order thereofCompany.

Non-Competition. (a) The Seller Executive agrees that during the Term of Employment, and for a period the unexpired Term of five full years from Employment otherwise remaining but for termination thereof in accordance with Section 5, and during any Term of Consultancy (the Closing Date"Non-competition Period") he shall not in any manner, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: (i) engage, either directly or indirectly, through any person, firm or corporation, alone or as a principal member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise, engage or be engaged in any business being conducted by the Company or any of its subsidiaries as of the termination of the Term of Employment in any geographic area in which the Company or any of its subsidiaries is then conducting such business. Within seven (7) days following the termination of the Term of Employment the Company shall deliver to the Executive a written description of the businesses being conducted by the Company and its subsidiaries as of the date of such termination and the respective geographic areas in which such businesses are then being conducted. If the Company shall fail to deliver such written description within such seven (7) day period, the Executive may deliver to the Company a written demand therefor and the Company shall have seven (7) days following the delivery of such written demand to deliver such written description to the Executive, and the Executive shall have no liability for its own account any breach of the covenant contained in this Section 7.2 or solely Section 7.3 which may occur during the period commencing on the termination of the Term of Employment and ending on the date of the delivery of such written description to the Executive, and, if the Company shall fail to deliver such written description to the Executive by the end of the second seven-day period specified above, the Executive shall thereupon be discharged from any obligations or jointly with otherscovenants under this Section 7.2 or Section 7.3 (and released from any liability for any alleged breach thereof). Notwithstanding the foregoing, subsequent to the termination of the Term of Employment the Executive may engage or be engaged, or as shareholdersassist any other person, membersfirm, partners corporation or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity)enterprise in engaging or being engaged, in any business that competes activity which is competitive with a business activity being conducted by the Company or any of its subsidiaries as of the termination of the Term of Employment if, at least sixty (60) days prior to the commencement of such competitive activity, the Executive delivers to the Company a written release, in form and substance satisfactory to the Company, releasing the Company from all further obligations to the Executive pursuant to this Agreement, pursuant to any other agreement or arrangement with the Business as it exists on the Closing Date in Company or any of those counties listed in Section 9 subsidiary of the Disclosure Schedule where the Business is conducted on the Closing Date; Company or (ii) affirmatively solicitotherwise, other than through a general solicitation, the employment of any employee right of the Business as Executive to receive benefits or payments under any retirement plan of the Closing Date. ▇▇▇▇▇▇▇▇ mayCompany and/or its subsidiaries, with the prior consent of Parent, be employed by, consult with or provide services to any entity, and/or as provided in Section 13; provided that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions nothing contained in this Section 4.6 7.2 shall for any reason be held invalid, illegal release or unenforceable in any respect, such invalidity, illegality or unenforceability shall not otherwise affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention obligations of the parties that if any of the restrictions or covenants Executive contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof8.

Non-Competition. Because of the Corporation’s legitimate business interests as described herein and the good and valuable consideration offered pursuant to the Award Agreement, which is in excess of any consideration you are otherwise entitled to as a current employee, in the case of [a Retirement-Eligible Event or] a termination providing transition/separation pay only, as specified in Sections 2.2(b) and 2.2(c) respectively, you agree that until one (a1) The Seller agrees that for a period of five full years year from the Closing DateTermination Date or, neither it nor any of its officers if later and to the maximum extent permissible by law, the final vesting date set forth in the Award Notice, you will not, directly or Affiliates indirectly (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent of the Parent: Corporation), (i) engage, either directly or indirectly, associate (including as a principal director, officer, employee, partner, consultant, agent or for its own account or solely or jointly advisor) with othersa Competitive Enterprise in a Restricted Territory, or as shareholders, members, partners or the like (other than through the ownership ii) transact business on behalf of not more than 5% a Competitive Enterprise in a Restricted Territory. For purposes of the outstanding voting securities of any publicly-traded entity)Award Agreement, in “Competitive Enterprise” means any business enterprise that competes either (A) is a member of the Corporation’s competitive peer group as disclosed in the Corporation’s proxy statement that was most recently filed with the Business as it exists on Securities and Exchange Commission preceding the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Termination Date; or (B) is any other business enterprise for whom you would be performing services similar to those performed at the Corporation or any Affiliate within the twelve (12) months preceding the Termination Date. For the purposes of the Award Agreement, “Restricted Territory” means all geographic areas in which you, during any time within the last 24 months preceding the end of your employment with the Corporation, provided services or had a material presence or influence, which given your current senior role in the Corporation shall be presumed to mean the entire world. For the sake of clarity, the foregoing non-compete restriction does not prohibit you from being employed by the government or a not-for profit organization (i.e. an organization exempt from local and national tax laws). In view of the limited scope of the non-compete obligation assumed under this Section, which does not prevent you from working in other entities that are not affected by it, you hereby acknowledge that the continued vesting in your RSUs, including any dividend equivalent rights, following [a Retirement-Eligible Event or] termination providing transition/separation pay is appropriate consideration for the non-compete obligation agreed to herein. You expressly agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, immediately notify Human Resources equity administration if you are not in compliance with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsyour obligations above. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (a) The Seller agrees 4.1 I agree that during the period of my employment by the Company and for a period of five full years from the Closing Dateone year thereafter, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallI will not, without the prior express written consent of the Parent: (i) engageCompany, enter, engage in, participate in, or assist, either as an individual on my own or as a partner, joint venturer, employee, agent, consultant, officer, trustee, director, owner, part-owner, shareholder, or in any other capacity, in the United States of America, directly or indirectly, any other business organization whose activities or products are competitive with the activities or products of the Company then existing or then under development up to and including my employment termination date with the Company. Nothing in this Agreement shall prohibit me, after termination of my employment with the Company, from working for an employer who is engaged in activities or offers products that are competitive with the activities and products of the Company so long as a principal I do not work for or for its own account or solely or jointly with othersthe department, division, or group in that employer’s organization that is engaging in such activities or developing such products. 4.2 I recognize that these restrictions on competition are reasonable because of the Company’s investment in goodwill, its customer lists, and other proprietary information and my knowledge of the Company’s business and business plans. If any period of time or geographical area should be judged unreasonable in any judicial proceeding, then the period of time or geographical area shall be reduced to such extent as shareholders, members, partners or the like (other than through the ownership may be deemed required so as to be reasonable and enforceable. 4.3 Nothing in this Agreement shall preclude me from making passive investments of not more than 5% two percent (2%) of the outstanding voting a class securities of any publicly-traded entity)business enterprise registered under the Securities Exchange Act of 1934, in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in amended. [***CALIFORNIA ONLY***] Section 9 16600 of the Disclosure Schedule where the California Business and Professions Code currently provides that every contract by which anyone is conducted on the Closing Date; restrained from engaging in a lawful profession, trade, or (ii) affirmatively solicit, other than through a general solicitation, the employment business of any employee of the Business kind is to that extent void and as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assets. (b) If any provisions contained in result this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability 4 shall not affect any other provisions apply to you as long as you are a resident of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereofCalifornia.

Non-Competition. (a) The Seller By and in consideration of the 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 five full years from twelve (12) months thereafter (the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF“Restriction Period”), nor ▇▇▇▇▇ ▇. ▇▇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 with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that (a) the Executive shall not be prohibited from serving as an advisory director to, or as a member of, the board of directors of ▇▇▇▇▇▇ Midstream GP LLC, and (b) in no event shall ownership of one percent (1%) or less of the outstanding securities of any member class of his immediate family any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as 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 any business which is either (i) in competition with the business of the Partnership, the Company or any of his their respective Affiliates conducted during the preceding twelve (12) months (or their Affiliates following the Term, the twelve (other than CIBC or CVF12) shall, without months preceding the prior written consent last day of the Parent: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entityTerm), in any business that competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitationproposed to be conducted by the Partnership, the employment Company or any of any employee of their respective Affiliates in the Business 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 Closing Date. ▇▇▇▇▇▇▇▇ may, with last day of the prior consent of Parent, be employed by, consult with or provide services to any entityTerm); provided, that is a competitor of the Business, (x) with respect to any business conducted Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or markets in any territory other than geographic area in which the counties listed on Section 9 Partnership, the Company or any of their respective Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Partnership, the Company or any of their respective Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Disclosure Schedule; PROVIDEDCompany, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, a Restricted Enterprise shall not include any Person or division thereof that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined is engaged in the Consulting Agreementbusiness of supplying (but not refining) and to otherwise protect the Business and the Assetscrude oil or natural gas. (b) If any provisions contained in this Section 4.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 4.6, but this Section 4.6 shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereof.

Non-Competition. (a) The Seller Upon any termination of Executive's employment hereunder, other than a termination (whether voluntary or involuntary) in connection with a Change in Control, as a result of which the Bank and/or the Company is paying Executive the benefits entitled to Executive under Section 4 of this Agreement, Executive agrees that not to compete with the Bank and/or the Company for a period of five full two (2) years from following such termination in any city, town or county in which the Closing DateBank and/or the Company has an office or has filed an application for regulatory approval to establish an office, neither it nor any of its officers or Affiliates (other than CIBC and CVF), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shall, without the prior written consent determined as of the Parent: (i) engageeffective date of such termination, either except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any entity whose business that materially competes with the Business as it exists on the Closing Date in any of those counties listed in Section 9 depository, lending or other business activities of the Disclosure Schedule where Bank and/or the Business is conducted on Company. The parties hereto, recognizing that irreparable injury would result to the Closing Date; or (ii) affirmatively solicitBank and/or the Company, other than through a general solicitationits business and property in the event of Executive's breach of this Subsection 9(a), agree that in the event of any such breach by Executive, the employment of any employee of Bank and/or the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ mayCompany would be entitled, with the prior consent of Parent, be employed by, consult with or provide services in addition to any entityother remedies and damages available, that is a competitor of to an injunction to restrain the Businessviolation hereof by Executive, Executive's partners, agents, employers, employees and all persons acting for or with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent Executive. Nothing herein shall be given by Parent if reasonable provisions can be made construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to prevent the disclosure Bank and/or the Company for such breach or threatened breach, including the recovery of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the Assetsdamages from Executive. (b) If Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any provisions contained in this Section 4.6 shall knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be held invalidrequired to be provided to any federal banking agency with jurisdiction over the Bank or Executive). Notwithstanding the foregoing, illegal Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or unenforceable in ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and Executive may disclose any respect, such invalidity, illegality information regarding the Bank or unenforceability shall not affect any other the Company which is otherwise publicly available. In the event of a breach or threatened breach by Executive of the provisions of this Section 4.6Section, but this Section 4.6 shall the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is prohibiting the intention of the parties that if Bank from pursuing any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but other remedies available to the extent Bank for such provision would be valid breach or enforceable under applicable lawthreatened breach, a court including the recovery of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, and the Seller consents to the entry of an order thereoffrom Executive.

Non-Competition. (a) The Seller agrees that Within the Term of the Agreement and for a period of five full years from one year thereafter (such period being the Closing Date, neither it nor any of its officers or Affiliates (other than CIBC and CVF“Restricted Period”), nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or any member of his immediate family or any of his or their Affiliates (other than CIBC or CVF) shallKsego and Contractor shall not, without unless Ksego and the Contractor receives the prior written consent of the Parent: (i) engageBoard of Directors, either directly own a material interest in, manage, operate, join, control, lend money or indirectlyrender financial or other assistance to or participate in or be connected with, as a principal an officer, employee, contractor, stockholder, consultant or for its own account or solely or jointly with othersotherwise, or as shareholders, members, partners or the like (other than through the ownership of not more than 5% of the outstanding voting securities of any publicly-traded entity), in any business Person that competes with the Business Company, or any other business actively being pursued by or developed by the Company during the Term provided this is in line with the business plan as it exists on approved by the Closing Date in any board of those counties listed in Section 9 directors of the Disclosure Schedule where the Business is conducted on the Closing Date; or (ii) affirmatively solicit, other than through a general solicitation, the employment of any employee of the Business as of the Closing Date. ▇▇▇▇▇▇▇▇ may, with the prior consent of Parent, be employed by, consult with or provide services to any entity, that is a competitor of the Business, with respect to any business conducted in any territory other than the counties listed on Section 9 of the Disclosure Schedule; PROVIDED, that such consent shall be given by Parent if reasonable provisions can be made to prevent the disclosure of Confidential Information (as defined in the Consulting Agreement) and to otherwise protect the Business and the AssetsCompany. (b) If any Ksego and the Contractor has carefully read and considered the provisions of this Section 5.2 and, having done so, agrees that the restrictions set forth in this Section 5.2 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. Ksego and the Contractor understands that the restrictions contained in this Section 4.6 5.2 may limit their ability to engage in a business similar to the Company's business, but acknowledges that thhe will receive sufficiently high remuneration from the Company hereunder to justify such restrictions. (c) During the Restricted Period, the shall not, whether for any reason be held invalid, illegal his own account or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect for the account of any other provisions Person (excluding the Company), intentionally (i) solicit, endeavor to entice or induce any employee or contractor of the Company to terminate the Contractor's employment or contractors contract with the Company or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Company including its contracting parties, customers or clients, suppliers, creditors and financiers. (d) In the event that any provision of this Section 4.6, but this Section 4.6 5.2 relating to the Restricted Period or the areas of restriction shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted declared by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.6 to provide for a covenant having exceed the maximum enforceable geographic area, time period or areas such court deems reasonable and other provisions (not greater than those contained herein) as shall be valid enforceable, the Restricted Period or areas of restriction deemed reasonable and enforceable under such applicable law. The Seller acknowledges that the Buyer would be irreparably harmed by any breach of this Section 4.6 and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. The Seller agrees that the Buyer shall be entitled to injunctive relief requiring specific performance by the Seller of this Section 4.6, court shall become and thereafter be the Seller consents to the entry of an order thereofmaximum time period and/or areas.