Common use of Non-Competition Clause in Contracts

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under During the Merger AgreementRestricted Period, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly,without the prior written consent of La-Man, either for himself or for any other person(i) own, "participate" anywhere manage, operate, join, control, finance participate in the world in the business as currently conducted by ownership, management, operation, control or as proposed to financing of, or be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether connected as an officer, director, employee, partner, sole proprietorprincipal, agent, representative, independent contractor, consultant, franchisorlicensor, franchiseelicensee or otherwise with, creditorany business or enterprise engaged in any business which is competitive with the business of Ad Art and Acquisitions Corp., owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% within each of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or geographical units which are listed in Appendix A hereto (the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required---------- "Territory"), or (iiiii) is used by such Shareholder engage in any other lines manner, within the Territory, in any business which is competitive with the business of Ad Art and Acquisitions Corp. For the purposes of this Section 3, the "business (but only to of Ad Art and Acquisitions Corp." shall be defined as set forth in Appendix B hereto. Notwithstanding the extent so used). (c) During the five-year period following the Closing Date---------- above, such Shareholder shall not solicit the employment (be deemed to be engaged directly or indirectly in any capacitybusiness in contravention of subparagraphs (i) of or hire directly or through another entity (ii) above, if Shareholder participates in any employee such business solely as a passive investor holding up to 1% of the Business equity securities of a company or any person who was an employee of partnership, which securities are publicly traded, or Shareholder is employed by a business or enterprise that is engaged primarily in a business other than the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach business of any of Acquisitions Corp., Ad Art or La-Man and Shareholder does not apply his or her expertise at such business or enterprise to that part of such business or enterprise that is or could be competitive with the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder business of any of the provisions of this Section 8 the running of the NonAcquisitions Corp., Ad Art or La-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationMan.

Non-Competition. As a condition precedent to HK's obligation to enter into During Employee’s service with Evercore and perform its obligations under the Merger Agreement12-month period immediately following cessation of that service for any reason, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall Employee will not, directly or indirectly, either for himself or for : (A) engage in any other person, "participate" anywhere in the world in business that competes with the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 Evercore (including, without limitation, the extension any businesses that Evercore is then actively considering conducting, so long as Employee knows or reasonably should know of the Non-Competition Period by a period equal to (isuch plan(s)) the length of the violation of this Section 8 plus (ii) the length in any geographical area that is within 100 miles of any court proceedings necessary to stop such violationgeographical area where Evercore provides its products or services (a “Competitive Business”). In ; (B) enter the event of a breach employ of, or violation by such Shareholder render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which is a Competitive Business; or (C) subject to the terms of Evercore employee investments policies and procedures applicable to executive officers from time to time, acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. Notwithstanding the provisions of Section 2(a)(i)(A), (B) or (C) above, nothing contained in this Section 8 the running 2(a)(i) shall prohibit Employee from (x) investing, as a passive investor, in any publicly held company; provided that Employee’s beneficial ownership of any class of such publicly held company’s securities does not exceed two percent (2%) of the Non-Competition Period (but not outstanding securities of such Shareholder's obligations under this Section 8) shall be tolled with respect class, (y) subject to the terms of Evercore compliance procedures and policies applicable to executive officers then currently in effect, managing Employee’s own investments, including through a family office, or (z) continue to serve on a board of directors or other governing body of an entity that engages in a Competitive Business, if Employee provided such Shareholder during service prior to the continuance date of any actual breach or violationtermination.

Non-Competition. As a condition precedent to HK's obligation to enter into During the period beginning on the Closing Date and perform its obligations under ending on the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) date that is three years and six months after the Closing Date (the "Non- Competition “Restricted Period"”), such Shareholder Seller shall not, and shall cause its Affiliates (together with Seller, the “Restricted Entities”) not to, directly or indirectly, either for himself issue or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest sell in any enterprisestate or jurisdiction within the United States, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner any products or otherwise; provided, services of a type that the term "participate" shall not include ownership of less than 5% comprises part of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves Business as of the date hereof.hereof and that was underwritten, issued, sold, renewed or serviced as part of the Business during the two years prior to the date hereof (the “Competing Businesses”); provided, however, that this Section 5.13 shall not prohibit or in any way prevent or restrict: (a) any Restricted Entity from operating any business other than the Business (including the business described in the proviso included in the definition of “Business”) or from operating the Business from and after the time at which the Business or any portion thereof is recaptured under any coinsurance agreement; (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which Restricted Entity from providing (i) is provider network access or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, network management services; (ii) is required to be disclosed by law medical management, case management, or government order (but only to the extent so required), cost containment services; or (iii) administrative services for short-term disability plans that are provided in conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is used administered or serviced by such Shareholder in any other lines of business (but only to the extent so used)a Restricted Entity. (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of Restricted Entity from performing any act or hire directly or through another entity conducting any employee of the Business business expressly required by this Agreement or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent.other Transaction Agreement; (d) If at any Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the time Competing Business of enforcement a ceding company that is not a Restricted Entity, so long as none of this Section 8the Restricted Entities engages in the issuing, a court holds that the durationunderwriting, scopeselling, geographic area distributing, marketing, delivering, cancelling or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under administering of such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions.underlying reinsured business; (e) Such Shareholder recognizes any Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in a fiduciary or agency capacity and affirms carried out on behalf of clients or other third party beneficiaries in the ordinary course of business, or (B) making passive investments for general insurance accounts or investment management, proprietary investing or trading activities in the ordinary course of its businesses; provided that in no event shall the event aggregate ownership interest held by Restricted Entities in any Person engaged in a Competing Business, whether directly or indirectly, equal or exceed 20% of breach the aggregate voting power or issued and outstanding equity securities of such Person, subject to Sections 5.13(f) and (g) below; (f) the ownership of, any affiliation with, or the conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such person, together with all of its Affiliates, a “Competing Person”) that is the result of (A) the merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving any Restricted Entity with any Competing Person or (B) the acquisition of 20% or more of the voting power or outstanding equity interests in any Competing Person by any Restricted Entity, if, in the case of either (A) or (B), at least 66 2/3% of the total consolidated revenues of such Competing Person in the calendar year prior to such ownership or affiliation was derived from activities that do not constitute Competing Business; provided, however, that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in excess of 33 1/3% of its total consolidated revenues in its most recent fiscal year from activities that constitute Competing Business only if such Restricted Entity divests, within 24 months of its acquisition, a sufficient portion of such Competing Person such that the total consolidated revenues from activities that constitute Competing Business that remain with any such Competing Person after such divestment over the last four full fiscal quarters prior to such acquisition are not greater than 33 1/3% of its consolidated revenues for such period; or (g) subject to the foregoing clause (f), any Restricted Entity from foreclosing on collateral of or acquiring any of the provisions of outstanding capital stock or other interests in any person that has outstanding indebtedness to any Restricted Entity, or engaging in any activities otherwise prohibited by this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, 5.13 in connection with any such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) Person as a result of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not acquisition of such Shareholder's obligations under this Section 8) shall be tolled capital stock or other interests in connection with respect to such Shareholder during the continuance of any actual breach or violationa debt previously contracted.

Non-Competition. As a condition precedent 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to HK's obligation enable the Company to enter into effectively protect its Proprietary Information, the Employee agrees and perform its obligations under the Merger Agreement, each Shareholder agrees undertakes that: (a) For 4.1.1. he will not, during the term of this Agreement and for a period of five twelve (512) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall notmonths following termination thereof for whatever reason, directly or indirectly, either for himself or for any other personas owner, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiariespartner, including but not limited to the designjoint venturer, manufacturestockholder, marketingemployee, distributionservice provider, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreementbroker, the term "participate" includes any direct or indirect interest in any enterpriseagent, whether as an principal, corporate officer, director, employeelicensor or in any other capacity whatever engage in,, partnerbe employed by, sole proprietoror any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, agent, representativeas of the termination date of his employment, independent contractor, consultant, franchisor, franchisee, creditor, owner to be offered or otherwiseproduced within a reasonable time following such termination; 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, 4.1.2. during the term "participate" shall not include ownership of less than 5% this Agreement and for a period of the stock of a publicly-held corporation whose stock is traded on a national securities exchange 12 months following its termination, he will not, (i) directly or indirectly, including personally or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company business in which he serves as of the date hereof. (b) During the Non-Competition Periodis an officer, such Shareholder will not divulge director or appropriate shareholder, for his own use, any purpose or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Dateplace, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or employ any person who was an employee of employed by the Business during Company or retained by the one year period immediately preceding Company as a consultant on the date of such solicitation termination or hire without during the prior written consent preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and Parentagrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. (d) If at the time of enforcement of this Section 8, a court holds 4.3. The Employee acknowledges that the durationlegal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, in addition to all of the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that remedies available to Company in the event of a breach or a threatened breach of any of the provisions of this Section 8such provisions, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the rightmay also, in addition to any other rights remedies which may be available under applicable law, obtain temporary, preliminary and remedies existing in their favor, to enforce their rights permanent injunctions against any and all such Shareholder's obligations actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations his name (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation“Other Inventions’’). In The Other Inventions will not be considered as competition with the event of a breach or violation by such Shareholder of any of Company whatsoever and the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) Employee shall be tolled with respect entitled to such Shareholder during keep receiving royalties as per the continuance of any actual breach or violationOther Inventions.

Non-Competition. As a condition precedent to HK's obligation to enter into During your employment with the Company and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For for a period of five one (51) years after the Closing Date year thereafter (the "Non- Competition “Restricted Period"”), such Shareholder shall notyou will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state in which the Group conducts business or has customers (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, either for himself in the Restricted Business; (ii) hold a 2.5% or for greater equity, voting or profit participation interest in any other person, "participate" anywhere association, or entity who is engaged, directly or indirectly, in the world Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as currently conducted by the products or as proposed to be conducted by the Company and its Subsidiaries, services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched Confidentiality, Invention Assignment, Non-Solicit, Non-Compete and Arbitration Agreement (Colorado) into, developed, manufactured, distributed, sold or supplied by the designGroup and with which you were directly connected during your employment with the Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (with prior written consent from the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" Company which shall not include ownership of less than 5% be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source Group that has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other multiple lines of business (but only to the extent so used). (c) During the five-year period following the Closing Dateprovided that, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date Restricted Period, you are employed by or provide services for a business unit of such solicitation competitor that is not engaged or hire without otherwise involved with the prior written consent of the Company and Parent. (d) If at the time of enforcement of Restricted Business. Nothing contained in this Section 87 shall prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, a court holds that the duration, scope, geographic area and whether on your own behalf or other restrictions stated herein are unreasonable under circumstances then existing, the parties on behalf of others. You agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court Restricted Period shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period extended by a period equal to (i) the length of the any violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation7.3.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For so long as any Person is a period Partner of five the Partnership, and for one year thereafter, such Person shall not (5and shall cause its Cable Affiliates not to) years after engage in (or seek to engage in) the Closing Date business of acquiring, owning, financing, investing in, maintaining, operating or managing cable television systems, SMATV, MMDS, LMDS (and other similar systems) for the distribution of multi-channel video programming, other than direct broadcast satellite services to retail customers, in each case serving a municipality listed on Schedules 1 or 2 or the portion of a county listed on Schedules 1 or 2 that is served by the Partnership’s Systems (other than the business of acting as General Manager) (the "Non- Competition Period"“Business”) or acquire or invest in (or seek to acquire or invest in) any Person engaged in the Business other than through the Partnership or its Subsidiaries. (b) Notwithstanding the foregoing: (i) the provisions of Section 6.2(a) shall terminate upon the termination of the Partnership due to an Event of Termination, provided that, in the event the Partnership is terminated as a result of any Event of Default, the provisions of Section 6.2(a) shall continue for one year after such date of termination with respect to the Partner, or Cable Affiliate thereof, whose act or failure to act resulted in such Event of Default; (ii) any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own and invest in any securities of any Person whose common equity securities are registered pursuant to Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, provided that such Shareholder shall notPartner and its Cable Affiliates (A) do not Control such Person and (B) do not own, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiariesaggregate, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less more than 5% of the stock common equity securities of a publicly-held corporation whose stock is traded on a national securities exchange such Person; (iii) any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own, invest in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of otherwise engage in any company Business in which he serves as the Partnership is precluded from engaging (by rule, regulation, law, order, judgment, decree or contract) by virtue of the date hereof.Partnership’s affiliation with any of the other Partners (other than such Partner’s Related Partner); (biv) During any Partner (or Cable Affiliate thereof) may, without breaching the Non-Competition Periodprovisions of Section 6.2(a), such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only Beneficial Assets to the extent so requiredcontemplated by the Contribution Agreement; (v) in the event that any Person breaches the provisions of Section 6.2(a) by virtue of an investment in another Person that engages in the Business (a “Competing Business”), then, provided that the annual revenues derived from such Competing Business are less than 10% of the total revenues of the Person in which such investment is made, such breaching Person shall have a reasonable opportunity to cure such breach by disposing of the assets comprising the Competing Business or (iii) is used by such Shareholder in any other lines of business (but only transferring the Competing Business, or the economic benefits derived therefrom, to the extent so usedPartnership; (vi) no Partner (or Cable Affiliate thereof) shall be deemed to be in breach of the provisions of Section 6.2(a) by virtue of any action by a Person in which such Partner (or Cable Affiliate) has from time to time a non-Controlling investment; provided, that such Partner or its Cable Affiliate shall have used its reasonable best efforts (including through the exercise of any contractual or veto rights available to it or, in the case of future investments, the negotiation of appropriate restrictions) to prevent such Person from engaging in the Business; (vii) if a Partner is required under Section 7.5(c) to continue to own a portion of its Interest in the Partnership, the provisions of Section 6.2(a) shall cease to apply to such Partner on the date that is one year following the date of the earliest Transfer of any portion of such Partner’s Interest (or the Interest of such Partner’s Related Partner) pursuant to Section 7.5(c); and (viii) TCINS may continue to provide service to the Brazosport Independent School District and Nederland Independent School District under the agreements between TCINS and such School Districts that are to be attached to the Excess Capacity Leases. (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the The parties agree that the maximum durationrestrictions applicable to TWC under this Section 6.2 shall, scopenotwithstanding that TWC is a division of TWE, geographic area or other restrictions deemed reasonable under such circumstances by such court be binding solely u▇▇▇ ▇▇▇, ▇▇▇ shall be substituted deemed to be a “stand alone” legal entity for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions all purposes of this Section 8, money damages would be inadequate 6.2 and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations restrictions under this Section 10 6.2 will not only by an action bind TWE, other than to the extent any business or actions assets of TWE are included within TWC for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationinternal reporting purposes.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Non-Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five two (52) years after the Closing Date (the "Non- Competition Period")Closing, such Shareholder shall notneither Seller nor any of its Affiliates shall, directly or indirectly, either for himself engage in any business in North America with respect to manufacturing or for selling any other person, "participate" anywhere products which are the same as any of the Products as in existence on the date hereof through and including the Closing Date in sales to customers in the world in the business as currently conducted by or as proposed to be conducted by the Company Quick Service Restaurant and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's Food Service Distribution businesses (i.e. ages 0-21) apparel or accessories (the "a “Prohibited Business"”). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, however, nothing in this Section 5.9 shall prohibit or prevent Seller or any of its Affiliates from: (i) continuing to conduct any business it is currently conducting that is not part of the term "participate" Business and which would constitute a Prohibited Business, provided that revenues attributed to such business shall not include ownership in any twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) selling boxboard used to make the Products or used to make any other items to any Person, including competitors of less than 5the Business; (iii) owning or acquiring up to an aggregate of 10% of the stock ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a publicly-held corporation whose stock is traded on merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors divestiture of any company in which he serves as Prohibited Business so acquired, so that following the closing of such divestiture the activities of the date hereof. (b) During the Non-Competition Period, such Shareholder entity or business so acquired will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to once again be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of compliance with this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions5.9. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into During your employment with the Group and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For for a period of five (5) years after the Closing Date one year thereafter (the "Non- Competition “Restricted Period"”), such Shareholder shall notyou will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any geographic area in which the Group has conducted the Restricted Business during the 12 months preceding termination of your employment; (i) render advice or services to, or otherwise assist, any person, association, or entity who is engaged, directly or indirectly, either for himself in the Restricted Business; or for (ii) hold a 5% or greater equity, voting or profit participation interest in any other person, "participate" anywhere association, or entity who is engaged, directly or indirectly, in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Restricted Business"). For purposes of this AgreementSection 7.3, “Restricted Business” means the term "participate" includes business of developing, distributing, selling, supplying or otherwise dealing with the purchasing and/or selling of entertainment tickets and/or sports tickets in the primary and/or secondary markets or any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, other material line of business that the term "participate" Company may later engage in in the ordinary course and for which you have direct operational responsibility or as to which you receive Proprietary Information. Notwithstanding the foregoing, with prior written consent from the Company which shall not include ownership of less than 5% be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source Group that has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other multiple lines of business (but only to the extent so used). (ca “Permitted Employer”) During the five-year period following the Closing Dateprovided that, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date Restricted Period, you are employed by or providing services to a business unit of such solicitation competitor that is not engaged or hire without otherwise involved with the prior written consent of the Company and Parent. (d) If at the time of enforcement of Restricted Business. Nothing contained in this Section 87.3 shall prohibit you from owning of a passive investment interest of not more than 5% in a company with publicly traded equity securities, a court holds that the duration, scope, geographic area and whether on your own behalf or other restrictions stated herein are unreasonable under circumstances then existing, the parties on behalf of others. You agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court Restricted Period shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period extended by a period equal to (i) the length of the any violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation7.3.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreementa. Except as permitted by this Section 2, each Shareholder agrees that: (a) For for a period of five [***], Seller shall not, and shall cause the GEHC Controlled Subsidiaries not to, engage in the Restricted Activities in the United States, Canada, Portugal, Spain, France, Italy, Germany, the United Kingdom, Ireland, Norway, Sweden, Finland, Netherlands, Belgium, Luxembourg, Switzerland and Austria, without obtaining Buyer's prior written consent (5such consent not to be unreasonably withheld, delayed or conditioned). b. Notwithstanding the provisions of, and without implicitly agreeing that the following activities would be subject to the provisions of Section 2(a), nothing in this Agreement shall preclude, prohibit or restrict Seller or any of its Affiliates (whether a GEHC Controlled Subsidiary or otherwise) years from engaging in any manner in any (i) Existing Business Activities, (ii) De Minimis Business or (iii) business activity that would otherwise violate Section 2(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by a GEHC Controlled Subsidiary, in each case after the Closing Date (the "Non- Competition Period"an “After-Acquired Company”), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that with respect to clause (iii), so long as (A) [***] after the term "participate" shall not include ownership of less than 5% purchase or other acquisition of the stock of a publiclyAfter-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market Acquired Business or the continued participation by After-Acquired Company, the Shareholder on applicable GEHC Controlled Subsidiary signs a definitive agreement to divest, and subsequently divests the Board of Directors of any company in which he serves as relevant portion of the date hereofbusiness or securities of the After-Acquired Business or the After-Acquired Company, or (B) at the expiration of such [***], the business of the After-Acquired Business or the After-Acquired Company complies with this Section 2(b) (without reference to clause (iii) of this Section 2(b)). (b) During the Non-Competition Periodc. This Section 2 shall cease to be applicable to any Person at such time as it is no longer a GEHC Controlled Subsidiary, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy and shall not apply to information which (i) any Person that purchases assets, operations or a business from a GEHC Controlled Subsidiary, if such Person is or becomes part of the public domain other than through breach of this Agreement or through the fault of not a GEHC Controlled Subsidiary after such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) transaction is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used)consummated. (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As (a) The Employee understands and recognizes that his services to Keryx are special and unique and agrees that, during the term of this Agreement, and for a condition precedent to HK's obligation to period of 12 months from the date of termination of his employment hereunder, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into and perform or engage in any business directly competitive with Keryx's business, either as an individual for his own account, or as a partner, joint venturer, Employee, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate within the area that Keryx is, at the date of termination, conducting its obligations under business (the Merger Agreement"Restricted Businesses"); provided, each Shareholder agrees that:however, that nothing herein will preclude the Employee from holding one percent (1%) or less of the stock of any publicly traded company or from holding a position with a Person who does not engage in a business directly competitive with the Restrictive Businesses so long as the Employee works in a division of such Person which carries on a bona fide business which is not directly competitive with the Restricted Businesses. (ab) For a period of five (5) years 12 months after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes termination of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" Employee shall not include ownership interfere with or disrupt or attempt to disrupt Keryx's business relationship with any of less than 5% its customers, or solicit any of the stock employees of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used)Keryx. (c) During In the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds event that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of Employee breaches any of the provisions of this Section 86 or there is a threatened breach, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the rightthen, in addition to any other rights and remedies existing in their favorwhich Keryx may have, Keryx shall be entitled, without the posting of a bond or other security, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation)restrictions contained herein. In the event of a breach or violation by such Shareholder of any of that an actual proceeding is brought in equity to enforce the provisions of this Section 8 6, the running of the Non-Competition Period (but Employee shall not of such Shareholder's obligations under this Section 8) argue as a defense that there is an adequate remedy at law nor shall Keryx be tolled with respect to such Shareholder during the continuance of prevented from seeking any actual breach or violationother remedies which may be available.

Non-Competition. As a condition precedent to HK's obligation to enter into (i) Except as set forth on Schedule 9.4, during the Non-Compete Period, the Sellers Parties will not, and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall notwill cause their respective Affiliates not to, directly or indirectly, either for himself (A) enter into, engage in, consult, manage or otherwise participate in the operation of any business that competes with the Business (as currently conducted as of the Closing Date) within the Restricted Territory, (B) solicit Clients, Prospective Clients, business, patronage or orders for, or sell, any products or services in competition with, or for any other personbusiness, "participate" anywhere in wherever located, that competes with the world in Business within the business Restricted Territory; (C) divert, entice or otherwise take away any Clients, Prospective Clients, business, patronage or orders of the Business (as currently conducted by as of the Closing Date) within the Restricted Territory, or attempt to do so; or (D) promote or assist, financially or otherwise, any Person engaged in any business within the Restricted Territory that competes with the Business (as proposed to be currently conducted by as of the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"Closing Date). For purposes of Nothing contained in this Agreement, Section 9.4 will prohibit the term "participate" includes Shareholders from acquiring or holding at any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership one time a passive investment of less than 5% of the outstanding shares of capital stock of a publicly-held any publicly traded corporation whose stock is traded on a national securities exchange that may compete with Buyers within the Restricted Territory. For the purposes of this Section 9.4, the “Seller” will also include any and all of its direct and indirect subsidiaries, parents, Affiliates, or in the over-the-counter market or the continued participation by the Shareholder on the Board related companies of Directors of any company in which he serves as of the date hereofSellers from time to time. (bii) During Seller Parties will be released from the restrictions set forth in this Section 9.4(a) if at any time during the Non-Competition PeriodCompete Period Buyers withdraw from or wind up or publicly announce that they are, such or will be, withdrawing from or winding up all of the material lines of business performed in the Leadership Consulting Business of Buyers. (iii) A Continuing Shareholder will not divulge or appropriate for his own use, or for be released from the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (irestrictions set forth in this Section 9.4(a) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order extent (but only to the extent so required), or (iiiextent) is used by such Shareholder is terminated without Cause (as defined in any other lines of business such Shareholder’s employment agreement with Buyers or their Affiliates) or resigns for Good Reason (but only to the extent so used). (cas defined in such Shareholder’s employment agreement with Buyer or their Affiliates) During the five-year period following the Closing Dateand, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement such termination or resignation, no other partners of this Section 8, a court holds that the duration, scope, geographic area Buyers or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any their Affiliates offer services of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationsame nature.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For In consideration of the Purchase Price to be received under this Agreement, for a period of five (5) years from the Closing Date (the “Restrictive Covenant Period”), except as permitted by this Section 5.14, no Seller nor any of the Affiliates of any Seller shall, directly or indirectly, engage, in whole or in part, in the Covered Business, or invest in, own, manage, operate or control any Covered Business, anywhere in the United States and/or any other country in which Altair U.S. or any Seller or their respective Affiliates conducted the Business or into which the Business sold products or services as of the Closing Date. (b) Each Seller acknowledges that all of the foregoing provisions, including the restrictions on time and geographical scope set forth in Section 5.14(a) above, are reasonable and necessary to protect Buyer and its Affiliates from unfair competition, solicitation, and disclosure of Business/CLC Confidential Information. (c) Notwithstanding the provisions of Section 5.14(a) and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.14(a), nothing in this Agreement shall preclude, prohibit or restrict any Seller or any of its Affiliates from engaging in any (i) Financial Services Business, (ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity that would otherwise violate Section 5.14(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with any Seller or any of its Affiliates, in each case after the Closing Date (the "Non- Competition Period"an “After-Acquired Company”), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that a Seller or any of its Affiliates may purchase and acquire an After-Acquired Business or After-Acquired Company if the term "participate" shall primary purpose in making such acquisition is not include ownership of less than 5% to exploit for profit such Covered Business, and provided, further, that with respect to clause (iv) above, so long as, (A) within fifteen (15) months after the consummation of the stock purchase or other acquisition of a publiclythe After-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market Acquired Business or the continued participation by After-Acquired Company, the Shareholder on the Board of Directors of any company in which he serves as Seller or such Affiliate signs a definitive agreement to dispose of the date hereof. (b) During After-Acquired Business or the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part relevant portion of the public domain other than through breach business or securities of this Agreement the After-Acquired Business or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy After-Acquired Company that gives rise to the violation of Section 5.14(a) and within eighteen (18) months after the consummation of the purchase or acquisition of the After-Acquired Business or the After-Acquired Company, (ii) is required to be disclosed by law the Seller or government order (but only such Affiliate disposes of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that gives rise to the extent so requiredviolation of Section 5.14(a), or (iiiB) is used by such Shareholder in any other lines of business (but only to at the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee expiration of the eighteen (18) month period, the business of the After-Acquired Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the After-Acquired Company and Parentcomplies with Section 5.14(a). (d) If at the time of enforcement of this This Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court 5.14 shall cease to be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled applicable with respect to such Shareholder during the continuance actions of any actual breach Seller Party or violationAffiliate thereof at such time it is no longer an Affiliate of GE and shall not apply with respect to the actions of any Person that purchases assets, operations or a business from GE or one of its Subsidiaries, if such acquiring Person is not an Affiliate of GE after such transaction is consummated.

Non-Competition. As By and in consideration of the Company’s entering into this Retention Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Employee’s exposure to the Confidential Information of the Company and its affiliates, the Employee agrees that the Employee shall not, during the Employee’s employment with the Company and for a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a twelve-month period of five (5) years after the Closing Date thereafter (the "Non- Competition “Restriction Period"”), such Shareholder shall not, directly or indirectly, either for himself own, manage, operate, join, control, be employed by, or for any other person, "participate" anywhere participate in the world 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 in no event (i) shall ownership by the Employee of five percent (5%) 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, standing alone, be prohibited by this Section 5.2, so long as the Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (ii) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 5.2, so long as (A) such Person has more than one discrete and readily distinguishable part of its business, (B) the Employee’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the business as currently conducted by or as proposed Restricted Enterprise reports to be conducted by the Employee and (C) the Employee notifies the Company and its Subsidiaries, including but not limited of employment with such Person prior to the design, manufacture, marketing, distribution, licensing and sale commencement of children's and teen's (i.e. ages 0-21) apparel his or accessories (the "Business")her employment with such Person. For purposes of this Agreementparagraph, “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that purpose of engaging in) the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) generic injectible pharmaceutical industry. During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the fiveone-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee termination of the Business or any person who was an employee Employee’s employment with the Company, upon request of the Business during Company, the one year period immediately preceding Employee shall notify the date of such solicitation or hire without the prior written consent Company of the Company and ParentEmployee’s then-current employment status. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under (i) During the Merger AgreementNon-Compete Period, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder Executive shall not, directly or indirectly, either for himself (A) solicit or for encourage any client or customer of the Employer or a Company Affiliate, or any person or entity who was a client or customer 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 a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other personperson or entity, "participate" (B) provide services anywhere in the world United States to any entity if (i) during the preceding 12 months more than 5% of the revenues of such entity and its affiliates is derived from any business from which the Employer derived more than 5% of its revenue during such period (a “Material Business”) or (ii) the services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to a Material Business; provided, however, that following a Change in Control this Section 7(d)(i)(B)(i) shall not apply to the Executive, or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the business as currently conducted by or as proposed to be conducted by aggregate constitute more than 5% of the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale voting power of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business")such entity. For purposes of this AgreementSection 7(d), a “client or customer” shall be limited to any actual borrower of the Employer (as set forth in the Employer’s CAM or substantially similar successor or related system) and any other entity in the “term "participate" includes any direct sheet issued,” “term sheet executed” or indirect interest “credit committee approved” categories listed in any enterprisethe Employer’s DealTracker or substantially similar successor or related system. The Executive agrees that, before providing services, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, employee or consultant, franchisorto any entity during the Non-Compete Period, franchiseehe will provide a copy of this Agreement to such entity, creditorand such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, owner or otherwise; providedvery substantial and immeasurable value to the Employer, that the term "participate" shall not include ownership of less than 5% Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or foregoing, in the over-the-counter market or event that the continued participation by Executive breaches such covenant, monetary damages would be an insufficient remedy for the Shareholder on the Board of Directors of any company in which he serves as Employer and equitable enforcement of the date hereofcovenant would be proper. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required If the restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to be disclosed unenforceable by law reason of their extending for too great a period of time or government order (but only to the extent so required), over too great a geographical area or (iii) is used by such Shareholder reason of their being too extensive in any other lines respect, Section 7(d)(i) shall be modified to be effective for the maximum period of business (but only time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent so used)in all other respects as to which it may be enforceable. (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into For the Restricted Period, Parent and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder Sellers shall not, and shall not permit any of the other Restricted Seller Parties to, directly or indirectly, either for himself operate or for engage in any business or enterprise that is engaged in providing contracted physical, occupational and speech-language therapy services to third-party (i) skilled nursing facilities, (ii) assisted living and senior care centers, (iii) pediatric centers or (iv) continuing care retirement communities (each, a “Restricted Line of Business”) within the United States; provided, however, the Sellers or any other personRestricted Seller Parties may operate or engage in any Restricted Line of Business in connection with any (i) business that is acquired after the date hereof but prior to the expiration of the Restricted Period as a result of any acquisition of any Person consummated by the Sellers or any of their Affiliates and (ii) current or future hospital joint venture of the Sellers or their Affiliates to the extent such operation or engagement in such Restricted Line of Business is ancillary to the business of such joint venture and conducted in a manner that is consistent with past or current practice. Notwithstanding the foregoing, "participate" anywhere solely in respect of clause (i) above, to the extent such operation or engagement in such Restricted Line of Business (x) exceeds 50% of the acquired Person’s total revenues for the last reportable twelve-month period prior to the date of acquisition (“TTM Revenue”), no Seller or any Affiliate thereof may consummate the proposed acquisition without obtaining the Buyer’s prior written consent (which may be withheld and/or conditioned by the Buyer in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited Buyer’s sole discretion) to the designconsummation of such acquisition, manufactureand (y) (A) generates $25,000,000 or more of the acquired Person’s TTM Revenue, marketing, distribution, licensing and sale or (B) exceeds 20% of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreementacquired Person’s TTM Revenue, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwiseSellers shall (and/or shall cause their Affiliates to) use commercially reasonable efforts to dispose of the Restricted Line of Business within one (1) year of the date of acquisition; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. with respect to this clause (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so requiredy), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, if Select conducts a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief competitive auction in order to enforce or prevent any violations (whether anticipatory, continuing or future) dispose of the provisions Restricted Line of Section 8 (includingBusiness, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length Select will provide notice of any court proceedings necessary such auction and shall provide the Buyer with the opportunity, subject to stop such violation). In the event of Buyer entering into a breach or violation customary confidentiality agreement with Select covering any confidential information to be furnished by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled Select with respect to such Shareholder during the continuance Restricted Line of any actual breach or violationBusiness, to participate in such auction.

Non-Competition. As The Executive acknowledges that there is a condition precedent to HK's obligation to enter into worldwide market for the products of the Company and perform its obligations under Subsidiaries, that the Merger AgreementCompany and its Subsidiaries engage in one or more facets of their respective businesses throughout the world, each Shareholder agrees that: (a) For and that the Company and its Subsidiaries compete with other Persons in the business of the Company and its Subsidiaries located in jurisdictions throughout the world, including, without limitation, the territorial United States. During the Employment Period and for a period of five (5) years after 12 months thereafter or the Closing Date (Severance Period, whichever is longer, the "Non- Competition Period"), such Shareholder shall Executive agrees that he will not, directly or indirectly, either for himself engage in or for have any interest in any sole proprietorship, partnership, corporation, limited liability company or business or any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by Person (other than the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an employee, officer, director, employee, partner, sole proprietor, agent, representativesecurity holder, independent contractor, consultant, franchisor, franchisee, creditor, owner consultant or otherwise, that directly or indirectly is engaged in any business in which the Company or any of its Subsidiaries is then engaged, in the territorial United States; provided, however, that (i) the provisions of this §7(a) shall not apply in the event that the term "participate" Employment Period is terminated by reason of the expiration of this Agreement on the third anniversary hereof or any extension date agreed to by the Executive and the Company, and (ii) nothing herein shall not include ownership of be deemed to prevent the Executive from acquiring through market purchases and owning, solely as an investment, less than 5% one percent in the aggregate of the stock equity securities of a publicly-held corporation any class of any issuer whose stock is traded shares are registered under Section 12(b) or 12(g) of the Securities Exchange Act, and are listed or admitted for trading on a any United States national securities exchange or in the over-the-counter market or the continued participation by the Shareholder are quoted on the Board National Association of Directors Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as he is not a member of any company in which he serves as “control group” (within the meaning of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part rules and regulations of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so usedUnited States Securities and Exchange Commission). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under (1) During the Merger Agreementterm hereof, each Shareholder agrees that: (a) For a period of five (5) years after without approval by the Closing Date (Board, the "Non- Competition Period"), such Shareholder shall Employee will not, directly or indirectly, either for himself (i) engage or for any other personbecome interested, "participate" anywhere in the world in the business directly or indirectly, as currently conducted by or as proposed to be conducted by the Company and its Subsidiariesowner, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officeremployee, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisorthrough stock ownership (except ownership of not more than one percent (1%) of any class of securities of a corporation which is publicly traded), franchiseeinvestment of capital, creditorlending of money or property, owner rendering of services, or otherwise; provided, that either alone or in association with others, in any business which competes directly or indirectly with the term "participate" shall not include ownership of less than 5% business of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the CompanyEmployer, (ii) is required induce or attempt to be disclosed by law or government order (but only induce any customer of the Employer to reduce such customer's business with the extent so required)Employer, or (iii) is used by solicit any of the Employer's employees to leave the employ of the Employer or employ any of such Shareholder in any other lines of business (but only to Employees, except for the extent so used)Employee's administrative assistant. (c2) During For a period of one (1) year after any termination of employment, the five-year period following the Closing DateEmployee will not, such Shareholder shall directly or indirectly, (i) engage or become interested, directly or indirectly, as owner, employee, director, partner, consultant, through stock ownership (except ownership of not solicit the employment more than five percent (5%) of any class of securities of a corporation which is publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in any capacity) of or hire healthcare real estate investment trust financing business which competes directly or through another entity any employee and materially with the business of the Business Employer or (ii) solicit any person who was an employee of the Business during Employer's employees to leave the one year period immediately preceding employ of the date Employer or employ any of such solicitation or hire without employees, except for the prior written consent of Employee's administrative assistant. The Employee recognizes and acknowledges that his obligations under this Section 5.1(b) are limited to the Company and Parent. (d) If geographic areas in which the Employer is doing business at the time of enforcement the expiration or termination of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictionsAgreement. (e3) Such Shareholder recognizes As used in Sections 5.1, 5.2, 7.2 and affirms that 7.3, the term "Employer" shall mean Meditrust Corporation or its subsidiaries and affiliates. The restrictions on the Employee set forth in this Section 5.1 shall not apply in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event case of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationTermination Upon a Change in Control.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after During the Closing Date (the "Non- Competition Restricted Period"), such Shareholder Seller shall not, and shall cause its subsidiaries not to, directly or indirectly, either for himself own, operate, control, manage, or for engage in any other personCompetitive Business. (b) Notwithstanding the foregoing, "participate" anywhere nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the world in the business Company Group) as currently conducted by or as proposed to be conducted contemplated by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Transition Services Agreement, the term "participate" includes (ii) owning, directly or indirectly, as a passive investment, securities of any direct or indirect interest Person who engages in a Competitive Business if neither Seller nor any enterpriseof its subsidiaries, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange individually or in the over-the-counter market aggregate, beneficially owns 10% or the continued participation by the Shareholder on the Board of Directors more of any company class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in which he serves a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in any of the Retained Business, as conducted as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach transaction that results in an unaffiliated third party (or violation by such Shareholder of any its equityholders) acquiring a majority of the provisions equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 8 7.07 following the running of the Non-Competition Period (but not completion of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationsale.

Non-Competition. As a condition precedent By and in consideration of the salary and benefits to HK's obligation be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to enter into the proprietary information of the Company, the Executive covenants and perform its obligations under the Merger Agreement, each Shareholder agrees that: , during the period commencing on the date hereof and ending twelve (a12) For a period months following the date upon which the Executive shall cease to be an employee of five the Company and its subsidiaries (5or any other entity directly or indirectly controlled by such entities) years after the Closing Date (the "Non- Competition “Restricted Period"”), he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any other entity directly or indirectly controlled by such Shareholder shall entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, either for himself own 1% or for more of any other person, "participate" anywhere in class of securities of such entity. Notwithstanding the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreementforegoing, the term "participate" includes any direct or indirect interest covenants contained in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (bthis Section 6.1(a) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach the Executive’s termination of any employment upon or after the expiration of the provisions of this one-year renewal term in accordance with Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation1 above.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For The term of Non-Competition (herein so called) shall be for a period term beginning on the date hereof and continuing until (i) if this Agreement is terminated during the Employment Period by either the Company or the Executive for any reason, the first anniversary of five the Date of Termination or (5ii) years after if the Closing Date Employment Period expires by reason of a Non-Renewal Notice, the last day of the Employment Period. If this Agreement is terminated by the Executive for Good Reason prior to the beginning of the Employment Period the Executive shall not be bound by the provisions of this Section 9. (b) During the "Non- Competition Period")term of Non-Competition, such Shareholder shall not, the Executive will not (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, either for himself individually or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, shareholder, consultant, contractor, partner, sole proprietorjoint venturer, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, equity owner or otherwise; providedin any capacity whatsoever, (i) engage in any radio broadcasting business that transmits a primary or city-grade signal within a Metro Survey Area (as currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the Company transmits a primary or city-grade signal (1), with respect to the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Periodthat is during the Executive's employment, during such Shareholder will not divulge or appropriate for his own useterm of employment, or for and (2), with respect to the use term of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning Non-Competition that is after the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part term of the public domain other than through breach Executive's employment, on the Date of this Agreement or through Termination (all such areas being collectively called the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company"Geographic Area") (a "Competing Business"), (ii) is required hire, attempt to be disclosed by law hire, or government order (but only contact or solicit with respect to hiring any employee of the extent so required)Company, or (iii) is used by such Shareholder in divert or take away any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of customers or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent suppliers of the Company and Parent. (d) If at in the time Geographic Area. Notwithstanding the foregoing, the Company agrees that none of enforcement the following shall constitute a violation by Executive of this Section 86; (A) ownership by the Executive of less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such competing business in any way prohibited by the preceding sentence, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (eB) Such Shareholder recognizes and affirms that Executive serving in the event capacity of breach director of any SFX Entertainment, Inc., or (C) ownership of the provisions of less than a 5% voting or equity interest in Resource Media, Phoenix. As used in this Section 89(b) (and in Section 6), money damages would be inadequate and "Company" shall include the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationits subsidiaries.

Non-Competition. As a condition precedent material inducement to HK's obligation to enter into and perform its obligations under the Merger AgreementBuyer’s consummation of the Contemplated Transactions, including, without limitation, the Buyer’s acquisition of the goodwill associated with the business of the Company, each Shareholder of the Members agrees that:as to sub-sections (a)-(d) below. (a) For No Principal, or any entity controlled by such Principal, including the Members, will, for a period of five two (52) years after following the Closing Date later of the date hereof or termination of such Principal’s employment with the Company (or if longer, co-terminus with any non-competition or non-solicitation provisions such Principal enters into with the Company or the Buyer) (computed by excluding from such computation any time during which such Principal is found by a court of competent jurisdiction to have been in violation of any provision of this Section 5.3(a)) (the "Non- Competition “Restricted Period"”), such Shareholder shall not, directly or indirectly, either for himself or for on behalf of or in conjunction with any other personPerson, "participate" anywhere (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with any employee, advertiser or strategic partner of any of the world in Buyer, the business as currently conducted Company, or any of the Buyer’s subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or as proposed to be conducted by the Company and its Subsidiariesother such general solicitation not specifically targeted at any such Person, including but not limited (ii) induce or request any customer that was a customer of any Restricted Entity, at any time beginning one year prior to the designClosing Date through the end of the Restricted Period (a “Restricted Customer”), manufactureto reduce, marketingcancel or terminate its business with such Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any Restricted Customer, distributionor (iii) solicit or accept business from any Restricted Customer. For the avoidance of doubt, licensing and sale any advertisement, listing or posting, whether in a newspaper, on the internet or via another medium, that is not directed at the individuals described in clause (i) above who may not be solicited, engaged, enticed, lured or hired pursuant to this Section 5.3(a) shall not be a violation of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"this Section 5.3(a). For purposes of this AgreementSection 5.3(a), the term "participate" includes any direct or indirect interest in any enterprise, whether as a Person shall be deemed to be an officer, director, employee, partnercustomer, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner advertiser or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors strategic partner of any company in which he serves as Restricted Entity if any such relationship existed or exists at any time (A) during the one year prior to the execution of this Agreement or (B) after the date hereofClosing Date and during the operation of this provision, and any such Person shall cease to have the applicable status one year after the termination of any such relationship. (b) During In the Nonevent any Principal does not comply with the foregoing non-Competition Periodcompetition covenants prior to the Stock Issuance and/or the termination of the Earn-Out Term, then any Buyer Common Stock not already issued shall not be issued by Buyer to such Shareholder will not divulge Principal or appropriate for his own use, or for the use of its respective Member and any third party, any secret or confidential information or knowledge obtained remaining Earn-Out Payments shall be forfeited by such Shareholder concerning the Business. This obligation of secrecy Principal and its respective Member, and instead each shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy be allocated to the Companyother Principals and their respective Members on a pro rata basis, (ii) is required and no further consideration shall be owed to be disclosed such Principal or its respective Member or paid to such Principal or its respective Member by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used)Buyer. (c) During Each Member agrees that the five-year period following foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee Buyer’s acquisition of the Business or any person who was an employee goodwill associated with the business of the Business during Company. If a judicial or arbitral determination is made that any provision of this Section 5.3 constitutes an unreasonable or otherwise unenforceable restriction against such Member, then the one year provisions of this Section 5.3 shall be rendered void with respect to such Member only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 5.3 shall be empowered to sever any prohibited business activity, time period immediately preceding or geographical area from the date coverage of any such agreements and to apply the remaining provisions of this Section 5.3 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 5.3 is determined not to be specifically enforceable, the Buyer may be entitled to recover monetary damages as a result of the breach of such solicitation or hire without the prior written consent of the Company and Parentagreement. (d) If at the time of enforcement of this Section 8, a court holds Each Member and each Principal acknowledges that the duration, scope, geographic area it or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes he has carefully read and affirms that in the event of breach of any of considered the provisions of this Section 8, money damages would be inadequate 5.3. Each Member and each Principal acknowledges that it or he has received and will receive sufficient consideration and other benefits to justify the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, restrictions in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but 5.3. Each Member and each Principal also by an action or actions for specific performance, injunctive and/or other equitable relief in order acknowledges and understands that these restrictions are reasonably necessary to enforce or prevent any violations (whether anticipatory, continuing or future) protect interests of the provisions of Section 8 (Buyer, including, without limitation, the extension protection of the Non-Competition Period goodwill acquired, and such Member and each Principal acknowledges that such restrictions will not prevent it or him from conducting businesses that are not in violation of these provisions during the periods covered by a period equal to (i) the length restrictive covenants set forth in this Section 5.3. Each Member and each Principal also acknowledges that the Contemplated Transactions constitute full and adequate consideration for the execution and enforceability of the violation of restrictions set forth in this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation5.3.

Non-Competition. As a condition precedent In consideration for the issuance to HK's obligation Harris of shares of the Company pursuant to enter into the Formation Agreement and perform the performance by Stratex of its obligations under the Merger AgreementAgreements (collectively, each Shareholder the “Non-Compete Consideration”), Harris agrees that: , during the period commencing on the date of this Agreement and ending on the fifth anniversary of the date hereof, H▇▇▇▇▇ will not, and will not permit any of its Subsidiaries to (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall notengage, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by Restricted Business, (b) form any Person other than the Company and its SubsidiariesSubsidiaries (a “Covered Person”) or change or extend the current business activities of any existing Covered Person for the purpose of engaging, including but not limited to directly or indirectly, in the designRestricted Business or (c) invest, manufacturedirectly or indirectly, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterpriseCovered Person engaged, whether as an officerdirectly or indirectly, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwisein the Restricted Business in any material respect; provided, however, that notwithstanding the term "participate" shall not include ownership of foregoing H▇▇▇▇▇ and/or its Subsidiaries may (i) collectively own less than 520% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or total equity interests in any Covered Person engaged in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves Restricted Business as long as none of the date hereof. (b) During employees of H▇▇▇▇▇ or any of its Subsidiaries is involved in the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault management of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the CompanyCovered Person, (ii) participate as a passive investor with no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is required managed by Persons that are not Affiliates of H▇▇▇▇▇ (each, an “Unaffiliated Person”) (x) with any employee benefit or retirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, to be disclosed by law or government order (but only to the extent so required), or a maximum interest in such investment fund of 15% and (iii) is used by acquire a Covered Person or business unit of a Covered Person engaged in the Restricted Business if (x) the Restricted Business contributed less than 20% of such Shareholder Covered Person’s or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or H▇▇▇▇▇, as applicable, divests or ceases to conduct the Restricted Business within 18 months after the acquisition date. Notwithstanding anything in any other lines of business (but only this Agreement to the extent so used). (c) During contrary, the five-year period following the Closing Date, such Shareholder defined term “Restricted Business” shall not solicit include, and the employment (prohibition contained in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 82 shall in no way prohibit H▇▇▇▇▇ and/or its Subsidiaries from, a court holds that (a) purchasing and reselling products produced by, and marked with the durationbrands of, scopean Unaffiliated Person in connection with the sale, geographic area service, design or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event maintenance of a breach system that contains or violation uses microwave radios or related components, systems or services or (b) developing, manufacturing, distributing or selling microwave radios or related components, systems or services for use by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationGovernment Entities.

Non-Competition. As a condition precedent to HKWithout the consent in writing of the Board, upon termination of Executive's obligation to enter into and perform its obligations under the Merger Agreementemployment for any reason, each Shareholder agrees that: (a) For Executive will not, for a period of five 3 years thereafter, acting alone or in conjunction with others, directly or indirectly (5i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in the continental United States in which he has been directly engaged on behalf of the Company or any subsidiary, or has supervised as an executive thereof, during the last two years after prior to such termination and which is directly in competition with a business then conducted by the Closing Date Company or any of its subsidiaries, other than engaging in the businesses owned or controlled by FII (excluding those of the "Non- Competition Period")Company and its subsidiaries) or FI (excluding those of the Company and its subsidiaries) at the date of termination, such Shareholder shall notor providing services through FII to businesses for which FII provided services at the date of termination; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, either for himself during and within the scope of his or for her employment with the Company or any other personof its subsidiaries, "participate" anywhere to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment; provided, however, that the limitation contained in the world in the business clause (i) above shall not apply if Executive's employment is terminated as currently conducted by or as proposed to be conducted a result of a termination by the Company following a Change in Control, a termination by Executive for Good Reason, a termination due to Disability, Normal Retirement, or Approved Early Retirement. The provisions of subparagraphs (i), (ii), and its Subsidiaries, including but not limited to (iii) above are separate and distinct commitments independent of each of the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business")other subparagraphs. For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, It is agreed that the term "participate" shall not include ownership of less not more than 5% one percent of the stock equity securities of a publicly-held corporation whose stock is traded any company having securities listed on a national securities an exchange or regularly traded in the over-the-counter market or the continued participation by the Shareholder on the Board shall not, of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Perioditself, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which be deemed inconsistent with clause (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, paragraph (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so useda). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For During the Non-Compete Period and in the Restricted Region, neither Seller nor any of its Affiliates controlled by, or forming a period of five part of, GE Aviation will (5i) years after the Closing Date (the "Non- Competition Period")manage, such Shareholder shall notoperate, engage in, or own directly or indirectly, either for himself indirectly any Equity Interests in any Person engaged in (A) the Business or for any other person, "participate" anywhere in the world in (B) the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiariesof designing, including but not limited to the designdeveloping, manufactureoperating, manufacturing, marketing, distributionservicing and selling thrust reverser actuation systems (a “TRAS Business”), licensing and sale of children's and teen's or (i.e. ages 0-21ii) apparel or accessories (actively assist any other party to compete with Buyer in the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange Business or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereofa TRAS Business. (b) During For the Non-Competition Periodpurpose of this Section 5.13, such Shareholder “Buyer” will not divulge or appropriate for his own useinclude its subsidiaries, or for divisions and Affiliates as they may exist from time to time, and its successors and assigns, including any Person succeeding to title to the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part goodwill of the public domain other than through breach of this Agreement Business or through the fault of such Shareholder Purchased Assets from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used)Buyer. (c) During Notwithstanding the fiveforegoing provisions of Section 5.13(a), and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.13(a), nothing in this Agreement shall preclude, prohibit or restrict Seller or any other Person that is a part of GE Aviation from engaging in any manner in any (i) Financial Services Business, (ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity that would otherwise violate Section 5.13(a) that is acquired from any Person (an “After-year period following Acquired Business”) or is carried on by any Person that is acquired by or combined with Seller or any of their Affiliates in each case after the Closing Date(an “After-Acquired Company”); provided that with respect to this clause (iv), such Shareholder shall not solicit so long as within eighteen (18) months after the employment (in any capacity) of or hire directly or through another entity any employee consummation of the purchase or other acquisition of the After-Acquired Business or any person who was an employee the After-Acquired Company, Seller or such other Person, as applicable, signs a definitive agreement to dispose of, and subsequently disposes of, the relevant portion of the business or securities of the After-Acquired Business during or the one After-Acquired Company or at the expiration of such eighteen (18) month period the business of the After-Acquired Business or the After-Acquired Company complies with this Section 5.13; provided however, that no such disposition shall be required to the extent the revenue from the competing portion of the business of the After-Acquired Business or After-Acquired Company is less than both (a) $15,000,000 and (b) 15% of the aggregate revenue of such After-Acquired Business or After-Acquired Company for the fiscal year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parentmeasurement date. (d) If at the any time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 85.13 will be determined to be invalid or unenforceable, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordinglyby reason of being vague or unreasonable as to area, such Shareholder agrees that the Company and its affiliates shall have the rightduration or scope of activity, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not 5.13 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by an action the court or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of body having jurisdiction over the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of matter; and this Section 8 plus (ii) the length of 5.13 as so amended will be valid and binding as though any court proceedings necessary to stop such violation). In the event of a breach invalid or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but unenforceable provision had not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationbeen included herein.

Non-Competition. As a condition precedent A. Subject to HK's obligation to enter into Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For for a period of five (5) two years after following the Closing Date (the "Non- Competition Period")voluntary or involuntary termination of employment, such Shareholder shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, either for himself associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or for otherwise), or acquire or maintain ownership interest in, any other person, "participate" anywhere in the world in the business as currently Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment, provided, however, if Employee’s employment is (i) involuntarily terminated by ARAMARK for any reason other than Cause (as proposed defined herein), or (ii) terminated by Employee for Good Reason (as defined in Exhibit A) at any time either (x) prior to January 26, 2010 or (y) thereafter, following a Change of Control (as defined in Exhibit A) occurring after the date of this Agreement, then the term of the non-competition provision set forth herein will be modified to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale one year following such termination of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business")employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the term "participate" includes any direct foregoing shall prevent Employee from investing in a Business that is or indirect interest in any enterprisebecomes publicly traded, whether if Employee’s ownership is as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership a passive investor of less than 51% of the outstanding publicly traded stock of a publicly-held corporation whose stock is traded on a national securities exchange the Business. B. The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the over-the-counter market or the continued participation by the Shareholder on the Board case of Directors a termination of any company in which he serves employment, as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the effective date of such solicitation termination or hire without at any time during the twenty-four month period prior written consent of the Company and Parentthereto. (d) If at C. Employee acknowledges that these restrictions are reasonable and necessary to protect the time business interests of ARAMARK, and that enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of this Section 8Employee’s employment with ARAMARK. Further, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees Employee acknowledges that the Company and its affiliates provisions set forth in this Article 2 shall have apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the right, in addition to elimination of employee’s position; for performance-related issues; or for any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action reason or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationno reason at all.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a Employee hereby covenants and agrees that during the period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, time that the term "participate" Employee collects the Severance Package provided in Section 3 above, Employee shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) directly or indirectly (whether through a partnership of which the Employee is a partner or becomes part through any other individual or entity in which Employee has any interest, legal or equitable, engage in any business competitive with the business of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the CompanySurviving Entity, (ii) directly or indirectly (whether through a partnership of which Employee is required to be disclosed by law a partner or government order (but only to through any other individual or entity in which Employee has any interest, legal or equitable), solicit or otherwise engage with any customers or clients of the extent so required)Surviving Entity, in any transactions which are competitors with the software business of the Surviving Entity which the Surviving Entity did engage in with those customers or clients, or (iii) directly or indirectly (whether through an partnership of which Employee is used by such Shareholder in a partner or through any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Dateindividual or entity in which Employee has an interest, such Shareholder shall not solicit the employment (in any capacity) of legal or hire directly or through another entity any employee of the Business or equitable, assist any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8development, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordinglyprogramming, such Shareholder agrees that the Company and its affiliates shall have the rightservicing, in addition to any other rights and remedies existing in their favormaintenance, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action manufacture, sale, licensing, distribution or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 marketing (including, without limitation, giving away software) of software and related products in competition with the extension Surviving Entity's products, in each case in the United States of America or any country where the Non-Competition Period Surviving Entity, or its subsidiaries or affiliates are doing business with respect to the Surviving Entity's products and services, in each case excluding passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Securities Exchange Act of 1934, as amended. (b) Employee understands that a breach by a period equal to (i) the length of the violation him of this Section 8 plus (ii) 4 may cause substantial injury to the length of any court proceedings necessary Surviving Entity, which may be irreparable and/or in amounts difficult or impossible to stop such violation). In ascertain, and that in the event Employee breaches this Section 4, the Surviving Entity shall have, in addition to all other remedies available in the event of a breach of this Agreement, the right to injunctive or violation by such Shareholder other equitable relief. Further, Employee acknowledges and agrees that the restrictions and commitments set forth in this Agreement are necessary to protect the Surviving Entity's legitimate interests and are reasonable in scope, area and time, and that if, despite this acknowledgement and agreement, at the time of the enforcement of any of the provisions provision of this Section 8 Agreement a court of competent jurisdiction shall hold that the running of the Non-Competition Period (but not period or scope of such Shareholder's obligations provision is unreasonable under the circumstances then existing, the maximum reasonable period or scope under such circumstances shall be substituted for the period or scope stated in such provision. (c) Should Employee breach this Section 8) 4, all severance payments shall cease immediately, and the Surviving Entity shall be tolled with respect entitled to such Shareholder during the continuance of any actual breach pursue all other available legal or violationequitable remedies.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For Except with the prior written consent of Buyer, for a period of five (5) four years after following the Closing Date (the "Non- Competition “Restriction Period"”), such Shareholder Seller shall not, and shall cause its current and future controlled Affiliates and the other members of the Seller Group (Seller together with its current and future controlled Affiliates and the other members of the Seller Group, the “Restricted Entities”) not to, directly or indirectly, either for himself (a) own, operate, manage, invest in (other than indirect, passive investments constituting ownership of not more than 10% of any Person (together with its Affiliates) that operates a Competing Business), or for any other personfinance a business that competes with the Business (as such Business is conducted or planned to be conducted prior to the date of this Agreement or the Closing Date) or (b) design, "participate" develop, research, make or sell Competing Products, in each case, anywhere in the world (such business, as so conducted, a “Competing Business”). (b) Notwithstanding the foregoing, nothing in the business as currently conducted this Section 5.10 will prohibit any Restricted Entity from: (i) purchasing or otherwise acquiring, by merger, purchase of assets, stock or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner equity interests or otherwise, and continuing to operate any Person or business the acquisition of which would otherwise cause non-compliance with Section 5.10(a) so long as not more than the lesser of (A) $100,000,000 or (B) 15% of the revenues of such Person or business for the four fiscal quarters preceding the date of execution of a definitive agreement with respect thereto, in either case is derived from the Competing Business (a “De Minimis Business” and such acquisition, an “Acquisition”); provided, a Restricted Entity may purchase or otherwise acquire, by merger, purchase of assets, stock or equity interests or otherwise, and continue to operate any Person or business that is not a De Minimis Business so long as the term "participate" shall not include Restricted Entity divests, within 12 months after the closing of the Acquisition (regardless of whether such 12-month period ends during or after the Restriction Period), or effects a Wind-Down of such portion of any such Person or business that is a Competing Business (regardless of whether such Wind-Down would be completed during or after the Restriction Period); (ii) acquiring or owning any class of security of any Person regardless of whether such Person engages in a Competing Business provided that ownership of such securities (directly, indirectly or upon conversion) is less than 5% of the stock such class of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof.such Person; and (bc) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy The restrictions set forth in this Section 5.10 shall not apply to information which any third Person (ia “Competing Acquiror”) is or becomes part any of such Competing Acquiror’s current or future Affiliates that acquires, via a merger or business combination, the equity of any member of the public domain other than through breach Seller Group, or otherwise acquires the equity of a member of the Seller Group (a “Competing Acquisition”). Notwithstanding the foregoing provisions of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so requiredSection 5.10(c), or (iiiafter such acquisition by the Competing Acquiror, the restrictions set forth in Section 5.10(a) is used by such Shareholder in shall continue to apply to any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parentall Restricted Entities. (d) If at None of the time of enforcement following shall be a violation of this Section 85.10: (x) the sale, a court holds that the durationdistribution, scopelicense, geographic area fulfillment or other restrictions stated herein are unreasonable under circumstances then existingdisposition, the parties agree that the maximum durationor any research, scopedevelopment, geographic area design, manufacture, procurement, provision, use, testing, marketing, configuration, qualification, installation, integration, support, or other restrictions deemed reasonable under such circumstances commercialization and use (the foregoing collectively, “Exploitation”), by such court shall be substituted any member of the Seller Group of products, technology, service or support that are not in the Competing Business (collectively “Non-Competing Products”) to Person(s) who are engaged in a Competing Business, including the Exploitation of Non-Competing Products for use or integration with products or technology that are in Competing Businesses, or (y) the stated duration, scope, geographic area or other restrictionsprosecution of any Intellectual Property Right not included in the Transferred Assets. (e) Such Shareholder recognizes Buyer and affirms Seller intend that in this covenant shall be deemed a series of separate covenants, one for each and every county of each and every state of the event United States and each and every political subdivision of breach of any of each and every country outside the United States where this provision is intended to be effective. Each Seller Party acknowledges that the provisions of this Section 85.10 are reasonable in terms of duration, money damages would be inadequate scope and geographic area and are necessary to protect the goodwill of the Business and the Company substantial investment in the Business made by Buyer hereunder. Each Seller Party further acknowledges and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 5.10 are being entered into by it in connection with the running sale by the Seller Parties of the Non-Competition Period (but not Acquired Assets and the goodwill of such Shareholder's obligations under the Business pursuant to this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationAgreement.

Non-Competition. As a condition precedent to HKBy and in consideration of the Company's obligation to enter entering into this Agreement and perform its obligations under providing the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed compensation and benefits to be conducted provided by the Company and its Subsidiaries, including but not limited to the designExecutive, manufactureand further in consideration of the Executive's continued exposure to the confidential and proprietary information of the Company (including, marketingwithout limitation, distributionthe Trade Secrets), licensing the Executive agrees that the Executive will not, during the Term and sale of children's and teen's for two (i.e. ages 0-212) apparel or accessories years thereafter, engage in any "Competitive Activity" (the "Business"as defined below). For purposes of this Agreement, the term "participateCOMPETITIVE ACTIVITY" includes any direct or indirect interest shall mean engaging in any enterpriseof the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirectly through one or more intermediaries, whether as an officereither (x) controlling any Competitor or (y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, directorat the time of any acquisition, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall do not include ownership of less than exceed 5% of the stock particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a publicly-held corporation whose stock is traded on a national securities exchange or portion of the interests in such Competitor owned by such entity shall be attributed to the over-the-counter market or Executive, such portion determined by applying the continued participation percentage of the equity interest in such entity owned by the Shareholder on Executive to the Board of Directors of any company interests in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained Competitor owned by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which entity); (iC) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed employment by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal serving as an officer or partner of), providing consulting services to (iincluding, without limitation, as an independent contractor), or managing or operating the business or affairs of, any Competitor; or (D) participating in the length ownership, management, operation or control of the violation or being connected in any manner with any Competitor. For purposes of this Section 8 plus Agreement, the term "COMPETITOR" shall mean any person (iiother than the Company or any affiliate thereof) that competes, either directly or indirectly, at the length time of determination, in any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of "Restricted Area" (as defined below) with any of the provisions business conducted by the Company or any affiliate thereof. For purposes of this Section 8 Agreement, the running term "RESTRICTED AREA" shall mean any state or territory of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during United States in which the continuance Company or any affiliate thereof conducts business or any state or similar subdivision of any actual breach or violationforeign country.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a During the period of five (5) years after between the Closing Date and the third (3rd) anniversary of the "Non- Competition Period"Closing Date, the Seller shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, anywhere in the world, own, manage, operate or control, any business that is engaged in a Competing Business (as defined below); provided, however, that nothing herein shall limit the ability of the Seller and its Subsidiaries to (i) acquire and own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange that engages in a Competing Business if the Seller or a Subsidiary of Seller is not a member of a group that controls such Shareholder shall Person and does not, directly or indirectly, either for himself own 9.9% or for more of any other personclass of securities of such Person, "participate" anywhere or (ii) purchase an entity or entities that are directly or indirectly engaged in, or assets that are used in, a Competing Business at the time of such acquisition, so long as (x) such acquired entity is primarily engaged, or the assets constitute a portion of a greater amount of acquired assets which taken as a whole are used primarily in, activities which are not Competing Businesses or (y) the Seller promptly disposes of any portion of such acquired entity (or acquired assets) that is engaged in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "a Competing Business"). For purposes of this AgreementSection 5.7(a), a "Competing Business" means (i) the term "participate" includes any direct mining, manufacture or indirect interest in any enterprisesale (including distribution) of (x) industrial minerals, whether as an officeror products manufactured therefrom, directorsimilar to those presently being mined, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner manufactured or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation sold by the Shareholder on Business, or (y) products which are currently the Board subjects of Directors of any company ongoing research projects disclosed in a letter which he serves as of has been delivered by World Minerals to the Seller (with a copy to the Purchaser) prior to the date hereof, or (ii) the manufacture or sale of products utilizing crossflow filtration technology or of filtration membranes. For purposes of this Section 5.7(a), an acquired entity or group of acquired assets which, based upon financial statements for its most recently completed fiscal year, generated twenty percent (20%) or more of total revenues from Competing Businesses shall be deemed to be primarily engaged, or the assets primarily used, in activities which are Competing Businesses. (b) During Since the Non-Competition PeriodPurchaser will be irreparably damaged and its remedy at law will be inadequate in the event of a breach of Section 5.7(a), the Purchaser shall be entitled to an injunction restraining any violation of such Shareholder will Section or any other appropriate decree of specific performance, without showing any actual damage or that monetary damages would not divulge or appropriate for his own useprovide an adequate remedy. Such remedies shall not be exclusive and shall be in addition to any other remedy which the Purchaser may have, or including the right to monetary damages for the use of any third party, any secret or confidential information or knowledge obtained by period preceding such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used)specific enforcement. (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in If any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement provision of this Section 8, a court holds that 5.7 is held to be unenforceable because of the duration, scope, geographic duration or area or other restrictions stated herein are unreasonable under circumstances then existingof its applicability, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under court making such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates determination shall have the rightpower to modify such scope, in addition to any other rights and remedies existing in their favorduration or area or all of them, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief provision shall then be applicable in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationmodified form.

Non-Competition. As a condition precedent material inducement to HK's obligation to enter into and perform its obligations under Parent’s consummation of the Merger AgreementContemplated Transactions, including, without limitation, Parent’s acquisition of the goodwill associated with the business of the Company, each Shareholder Person set forth on Section 6.5 of the Parent Disclosure Schedule (a “Restricted Person”) agrees that:to the terms in this Section 6.5. (a) For Such Restricted Person will not, for a period of five two (52) years after following the Closing Date (or, with respect to each Restricted Person, if longer, co-terminus with the "Non- Competition non-compete provisions in the Restricted Person’s Employment Agreement) (computed by excluding from such computation any time during which such Restricted Person is found by a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(a)) (the “Restricted Period"”), such Shareholder shall not, directly or indirectly, either for himself or for on behalf of or in conjunction with any other personPerson, "participate" anywhere engage in, invest in the world or otherwise participate in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an owner, employee, officer, director, employeemanager, partner, sole proprietor, agent, representativeconsultant, independent contractor, consultantagent, franchisorpartner, franchiseeadvisor, creditoror in any other capacity) an influencer marketing business which is in competition with the business of the Company in any of the geographical areas where the Company was conducting or was pursuing a material amount of business at the beginning of the Restricted Period or thereafter (such business, owner the “Restricted Business”) in any Restricted Area, or otherwise; providedat any time following the Closing Date make any use of any Owned Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, that the term "participate" foregoing covenant shall not include ownership be deemed to prohibit the acquisition as a passive investment of less not more than five percent (5% %) of the capital stock of a publicly-held corporation competing business whose stock is traded on a national securities exchange or in the over-the-counter market or and shall not be deemed to prohibit the continued participation by the Shareholder on the Board of Directors acquisition of any company in which he serves as capital stock of the date hereofParent. (b) During Such Restricted Person will not, for a period of two (2) years following the NonClosing Date (or, with respect to each Restricted Person, if longer, co-Competition Period, terminus with the non-solicitation provisions in the Restricted Person’s Employment Agreement) (computed by excluding from such Shareholder will not divulge or appropriate for his own use, or for the use computation any time during which such Restricted Person is found by a court of competent jurisdiction to have been in violation of any third partyprovision of this Section 6.5(b)), directly or indirectly, for himself or on behalf of or in conjunction with any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which other Person, (i) is solicit or becomes part hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with any employee, advertiser or strategic partner of any of Parent, the public domain Company, or any of Parent’s subsidiaries (each, a “Restricted Entity”), other than through breach of this Agreement by general public advertisement or through the fault of other such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Companygeneral solicitation not specifically targeted at any such Person, (ii) is required induce or request any customer of any Restricted Entity to be disclosed by law reduce, cancel or government order (but only to the extent so required)terminate its business with such Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) is used by solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 6.5(b), a Person shall be deemed to be an employee, customer, advertiser or strategic partner of any Restricted Entity if any such Shareholder in relationship existed or exists at any other lines of business time (but only A) during the thirty (30) days prior to the extent so used)execution of this Agreement or (B) after the Closing Date and during the operation of this provision, and any such Person shall cease to have the applicable status six months after the termination of any such relationship. (c) During Such Restricted Person agrees that the five-year period following the Closing Dateforegoing covenants are reasonable with respect to their duration, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee geographic area and scope, to protect, among other things, Parent’s acquisition of the Business or any person who was an employee goodwill associated with the business of the Business during Company. If a judicial or arbitral determination is made that any provision of this Section 6.5 constitutes an unreasonable or otherwise unenforceable restriction against a Restricted Person, then the one year provisions of this Section 6.5 shall be rendered void with respect to such Restricted Person only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 6.5 shall be empowered to sever any prohibited business activity, time period immediately preceding or geographical area from the date coverage of any such agreements and to apply the remaining provisions of this Section 6.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 6.5 is determined not to be specifically enforceable, Parent may be entitled to recover monetary damages as a result of the breach of such solicitation or hire without the prior written consent of the Company and Parentagreement. (d) If at Such Restricted Person acknowledges that he has carefully read and considered the time of enforcement provisions of this Section 86.5. Such Restricted Person acknowledges that he has received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 6.5. Such Restricted Person also acknowledges and understands that these restrictions are reasonably necessary to protect interests of Parent, a court holds including, without limitation, protection of the goodwill acquired, and such Restricted Person acknowledges that such restrictions will not prevent him from conducting businesses that are not included in the Restricted Business set forth in this Section 6.5 during the periods covered by the restrictive covenants set forth in this Section 6.5. Such Restricted Person also acknowledges that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted Contemplated Transactions constitute full and adequate consideration for the stated duration, scope, geographic area or other restrictionsexecution and enforceability of the restrictions set forth in this Section 6.5. (e) Such Shareholder recognizes Restricted Persons who have not yet executed a confidentiality and affirms that in the event assignment of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates inventions agreement shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by execute an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationIntellectual Property Assignment Agreement.

Non-Competition. As a condition precedent to HK's obligation to enter into During the term of the Grantee’s employment with the Company or any of its Affiliates and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For for a period of five two (52) years after the Closing Date thereafter (the "Non- Competition “Non-Compete Period"”), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" Grantee shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company), directly or indirectly, (i) engage in any Competitive Business, (ii) render any services to any Competitive Business in a manner that enhances the capacity of such Competitive Business to engage in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company and Parent. or any of its Affiliates, or (diii) If at the time of enforcement acquire a financial interest in any Competitive Business. For purposes of this Section 87(b): (A) the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer of or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise (provided that licensers of technology shall only be covered if the Grantee is personally working on technology for a court holds Competitive Business and such technology is not technology that is generally available to a broad group of customers), and (B) the durationterm “Competitive Business” shall mean a business that engages in the production, scopesale, geographic area provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates during the three-year period ending on the date of the Grantee’s termination of employment. Notwithstanding the foregoing, nothing herein shall prohibit the Grantee from being a passive owner of not more than 2% of the outstanding equity securities of any class of a corporation or other restrictions stated herein are unreasonable under circumstances then existingentity that is publicly traded, the parties agree that the maximum duration, scope, geographic area or not more than 2% of any non-voting equity securities or debt securities of any corporation or other restrictions deemed reasonable under entity, so long as the Grantee has no active participation in the business of such circumstances by such court shall be substituted for the stated duration, scope, geographic area corporation or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 entity (including, without limitation, the extension serving as a member of the Non-Competition Period by board of directors or as a period equal to (i) the length consultant). The obligations of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations Grantee under this Section 8) 7(b) shall be tolled with respect apply to such Shareholder during (x) any geographic area or territory in which the continuance Company or any of its Affiliates is engaged in business as of the date of his or her termination of employment, and (y) any actual breach prospective geographic area or violationterritory that within the six months preceding the date of termination of the Grantee's employment, has been the subject of serious consideration by the Company or any of its Affiliates as a business location and which the Grantee is or has been made aware of.

Non-Competition. As a condition precedent Each Major Seller acknowledges that (a) the Buyer would not have entered into this Agreement but for the agreements and covenants contained in this Section 11 and (b) the agreements and covenants contained in this Section 11 are essential to HK's obligation protect the business and goodwill of the Company and the Business. To induce the Buyer to enter into and perform its obligations under the Merger this Agreement, each Shareholder Major Seller hereby severally, and not jointly, agrees that: (a) For that following the Closing Date and for a period of five three (53) years after the Closing Date thereafter (the "Non- Competition “Restricted Period"”), such Shareholder Major Seller shall not, directly or indirectly, either for himself own, manage, operate, join, control or for any other person, "participate" anywhere participate in the world ownership, management, operation or control of, or be employed or retained by, render services to, provide financing (equity or debt) or advice to any business engaged in the business as currently conducted by of researching, developing, distributing and/or manufacturing generic pharmaceutical products for distribution, directly or as proposed to be conducted by through a third party in (i) any country where the Company and Buyer or any of its SubsidiariesAffiliates has commenced distribution, including but not limited marketing or sales of generic pharmaceutical products prior to the design, manufacture, marketing, date that such other business has commenced distribution, licensing and sale marketing or sales of children's and teen's generic pharmaceutical products in such country or (i.e. ages 0-21ii) apparel or accessories (in the "Business"). For purposes United States of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwiseAmerica; provided, however, that nothing contained herein shall (A) prevent the term "participate" shall not include purchase or ownership by any Major Seller of less than 5% ten (10%) percent of the stock outstanding equity securities of any class of securities of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as registered under Section 12 of the date hereof. (b) During the Non-Competition PeriodSecurities and Exchange Act of 1934, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required)as amended, or (iiiB) is used by such Shareholder restrict or prevent any Major Seller from, directly or indirectly, owning, managing, operating, joining, controlling or participating in the ownership, management, operation or control of, or being employed or retained by, rendering services to, providing financing (equity or debt) or advice to, or otherwise be connected in any other lines manner with any business engaged in the business of business researching, developing, distributing and/or manufacturing generic pharmaceutical products solely for distribution (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire whether directly or through another entity a third party) (1) outside both (x) countries where the Buyer or any employee of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products and (y) the United States of America or (2) in a country other than the United States of America in which such business is engaged in such conduct before the Buyer or any of its Affiliates has commenced distribution, marketing or sales of generic pharmaceutical products, regardless of the Business or any person who was an employee location of the Business during the one year period immediately preceding the date facilities, offices, management, properties or assets of such solicitation or hire without the prior written consent of the Company and Parentbusiness. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into The Grantee covenants and perform its obligations under agrees that during the Merger Agreement, each Shareholder agrees that: (a) For Grantee’s Employment and for a period of five twelve (512) years after months (and such period shall be tolled on a day-to-day basis for each day during which the Closing Date Grantee participates in any activity in violation of the restrictions set forth in this Section 11(a)) following the Grantee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Grantee (the "Non- Competition Period"for whatever reason), such Shareholder shall the Grantee will not, directly or indirectly, either for himself alone or for any other personin association with others, "participate" anywhere in the world Territory (as defined below), own, manage, operate, control or participate in the business ownership, management, operation or control of, or be connected as currently conducted by an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or as proposed otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to be conducted by compete, with the Business of the Company and or any of its SubsidiariesImmediate Affiliates (any Person who engages in any such business venture or activity, including but not limited to a “Competitor”), except that nothing contained in this Section 11(a) shall prevent the design, manufacture, marketing, distribution, licensing and sale Grantee’s wholly passive ownership of children's and teen's two percent (i.e. ages 02%) or less of the equity securities of any Competitor that is a publicly-21) apparel or accessories (the "Business")traded company. For purposes of this AgreementSection 11(a), the term "participate" includes “Business of the Company or any direct of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or indirect interest in any enterpriseof its Immediate Affiliates conducts or is actively planning to conduct at any time during the Grantee’s Employment, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwisewith respect to the Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Grantee’s termination of Employment; provided, that the term "participate" “Competitor” shall not include ownership any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than 5% ten percent (10%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault aggregate gross receipts of such Shareholder from an unaffiliated sourcebusinesses, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law ventures or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement activities. For purposes of this Section 811(a), a court holds that the duration“Territory” is comprised of those states within the United States, scopethose provinces of Canada, and any other geographic area in which the Company or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy Immediate Affiliates was doing business or actively planning to do business at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder time during the continuance of any actual breach or violation.the

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition “Restricted Period"), such Shareholder ”) Seller shall notnot engage, directly or indirectly, either for himself or for any other person, "participate" in the Restricted Business anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its SubsidiariesNorth America or, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of Buyer, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person whose primary business is the Company and Parent. (d) If at Restricted Business; provided, however, that, for the time of enforcement purposes of this Section 86.9, ownership of securities having no more than five percent (5%) of the outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Section 6.9 as long as the Person owning such securities has no other connection or relationship with such competitor; provided further, that Seller may not enter into an agreement with respect to the Restricted Business with a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted Customer for the stated durationgreater of (x) ten (10) years after the Closing and (y) the remaining term of the Customer Agreement with such Customer (which term shall include any extension periods existing under a Customer Agreement at the Effective Time). Notwithstanding the foregoing, scopeSeller may acquire a Person who is engaged in the Restricted Business so long as it is not such Person’s primary business, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms so long as Seller disposes of the Restricted Business within six months of the acquisition thereof; provided that Seller shall not have any such disposition obligation in the event that such acquisition is completed after the eighteen (18) month anniversary of breach the Closing. The restrictive covenants set forth in this Section 6.9(a) shall not apply to any purchaser or potential purchaser of (i) Seller, (ii) the direct or indirect parent of Seller, (iii) any of their respective Affiliates or (iv) all or substantially all of the assets of any of the provisions foregoing parties; provided that such purchaser shall not enter into an agreement with respect to the Restricted Business with a Customer for the greater of (x) six (6) years after the Closing and (y) the remaining term of the Customer Agreement with such Customer (which term shall include any extension periods existing under a Customer Agreement at the Effective Time). For the purpose of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation6.9(a), the extension “Restricted Business” shall mean the provision of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationcustomer care center BPO services including inbound call center, dispatch services, back office staffing, outbound, sales calls and collection services.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five two (52) years after from the Closing Date (the "Non- Competition PeriodRESTRICTED PERIOD"), such Shareholder Bowt▇▇▇▇▇ ▇▇▇ shall not, and shall cause its subsidiaries not to, whether for compensation or without compensation, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officerowner, director, employeeprincipal, partner, sole proprietor, agent, representativestockholder, independent contractor, consultant, franchisorjoint venturer, franchiseeinvestor, creditorlicensor, owner lender or otherwise; providedin any other capacity whatsoever, alone, or in association with any other Person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in any Person engaged in the business of designing, manufacturing or selling products that remove heat from electrical and electronic components and systems (the term "participate" shall not include THERMAL MANAGEMENT BUSINESS") (the "RESTRICTED ACTIVITIES"). The record or beneficial ownership by Bowt▇▇▇▇▇ ▇▇▇ and its subsidiaries of less than 5% up to one percent (1%) of the stock shares of a publicly-held any corporation whose stock is shares are publicly traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board shall not of Directors of any company in which he serves as of the date hereofitself constitute a breach hereunder. (b) During the Non-Competition Restricted Period, such Shareholder will Bowt▇▇▇▇▇ ▇▇▇ shall not, and shall cause its subsidiaries not divulge or appropriate to, whether for his its own use, account or for the use account of any third partyPerson, (I) solicit, endeavor to entice away from Aavid Thermal Technologies, Inc. or any secret or confidential information or knowledge obtained by such Shareholder concerning of its subsidiaries, including without limitation the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part members of the public domain other than through breach of this Agreement or through Target Company Group (collectively, the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required"AAVID GROUP"), or otherwise interfere with the relationship of any member of the Aavid Group with, any Person that, (iiiA) during the Restricted Period, is used employed by or otherwise engaged to perform services for any member of the Aavid Group (including, but not limited to, any independent sales representatives or organizations) or (B) during the Restricted Period, is, or, during the one (1)-year period preceding the Closing, was, a customer or client of the Aavid Group or (II) solicit, interfere with or entice from the Aavid Group any employee of the Aavid Group, but nothing in this subparagraph (b) shall preclude Bowt▇▇▇▇▇ ▇▇▇ or any of its subsidiaries from (A) general advertising for employees which is not directed at members of the Aavid Group or (B) soliciting or otherwise doing business with any independent sales representatives or organizations, customers or clients other than in connection with the Thermal Management Business, so long as Bowt▇▇▇▇▇ ▇▇▇ or such Shareholder subsidiary would not reasonably expect its activities to interfere with the relationship of the Aavid Group with such Person in any other lines of business (but only to the extent so used)Thermal Management Business. (c) During The Restrictive Covenants (as defined below) set forth herein have been separately bargained for to protect the five-year period following the Closing DateBusiness, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company including goodwill, being acquired by Purchaser hereunder and Parent. (d) If at the time of enforcement of this Section 8, a court holds to ensure that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates Purchaser shall have the rightfull benefit of the value thereof. The Sellers recognize and acknowledge that the business and markets of the Aavid Group (including without limitation the thermal management business) are national and international in scope, and that the Purchaser is investing substantial sums in addition to any other rights purchasing the Business and remedies existing in their favorconsideration for the Restrictive Covenants contained in this Agreement, to enforce their rights and that such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief covenants are necessary in order to enforce or prevent any violations (whether anticipatory, continuing or future) protect and maintain the legitimate business interests of the provisions Aavid Group and are reasonable in all respects, and that Purchaser would not consummate the transactions contemplated hereby but for such agreements. The Sellers hereby waive, on behalf of Section 8 (includingthemselves and their subsidiaries, without limitation, any and all right to contest the extension validity of the Non-Competition Period by a period equal to (i) Restrictive Covenants on the ground of the breadth of their geographic or product coverage or the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.their

Non-Competition. As The Seller Parties acknowledge and agree that in order to assure that the Purchased Assets will retain their value in the operation of the Business, it is necessary that the Seller Parties will undertake not to utilize their present special knowledge of the Business to compete with Buyer during the Restricted Period. The Seller Parties further acknowledge that (i) the Owner possesses extensive knowledge and a unique understanding of the Business as well as (subsequent to the transactions contemplated by this Agreement) the proprietary and confidential information concerning Buyer and the Business; (iii) the agreements and covenants contained in this Section 6.1 are essential to protect Buyer and the value of the Purchased Assets and the Business and are a condition precedent to HK's obligation Buyer’s willingness to enter into pay the Purchase Price; and perform its obligations under (iv) Buyer would be irreparably damaged if any Seller Party was to provide services or any products to any person or entity in violation of the Merger provisions of this Agreement, each Shareholder agrees that: . The Seller Parties (athe “Restricted Parties”) For a hereby agree that for such period of five time equal to four (54) years after immediately following the Closing Date (the "Non- Competition “Restricted Period"”), each such Shareholder Restricted Party shall not, not directly or indirectly, either for itself, himself or for through any other personPerson, "participate" engage in, invest in, participate in, or permit its name to be used by, or otherwise assist any enterprise engaging in or participating in, the Business anywhere in North America; provided, however, notwithstanding the world in foregoing, none of the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes following shall constitute a violation of this AgreementSection 6.1: (i) the passive ownership or purchase, the term "participate" includes solely by reason thereof, by any direct Seller Party or indirect any of its respective controlled Affiliates of (A) any minority interest in any enterpriseequity securities of any Person that does not derive more than twenty percent (20%) of its revenue from telepsychiatry services, whether as an officer(B) any equity or debt securities in a private equity fund, directorhedge fund, employeeexchange-traded fund, partnermutual fund or similar investment vehicle or (C) five percent (5%) or less of the equity securities of a publicly traded company; or (ii) the acquisition, sole proprietorand thereafter the operation, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner by any Seller Party or otherwiseany of its respective controlled Affiliates of any business or any Person that engages in telepsychiatry services; provided, that further, if the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. trailing twelve (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault 12)-month revenue of such Shareholder from an unaffiliated sourceacquired business or Person attributable to telepsychiatry services, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If as measured at the time of enforcement of this Section 8such acquisition, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. is more than twenty percent (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future20%) of the provisions total trailing twelve (12)-month revenue for such acquired business or Person at the time of Section 8 (includingsuch acquisition, without limitationsuch Restricted Party shall use commercially reasonable efforts to, as soon as reasonably practicable, cease the operation of, or divest, the extension portion of such business or the portion of such Person’s business that engages in telepsychiatry services. Each of the Non-Competition Period by a period equal Restricted Parties agrees that this covenant is reasonably designed to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled protect ▇▇▇▇▇’s substantial investment being made hereunder and is reasonable with respect to such Shareholder during the continuance of any actual breach or violationits duration, geographical area and scope.

Non-Competition. As a condition precedent a. Subject to HK's obligation to enter into and perform the Company not then being in default of its obligations under the Merger this Agreement, each Shareholder and subject to the provisions of paragraph 8 of this Agreement,, Employee agrees that: (a) For that for a period ending on a date which is twelve (12) months following the last day of five (5) years after his employment by the Closing Date Company or a subsidiary of the Company (the "Non- Non-Competition Period"), such Shareholder he shall not, : i. engage directly or indirectly, either for himself or for any other person, "participate" anywhere indirectly in the world in "Restricted Area" as defined below in: (x) the Scale and Balance Business; (y) the business as currently conducted by of developing, producing, marketing or as proposed to be conducted by selling: (A) pharmaceutical and laboratory balances or scales or components, or (B) items (products or services) which the Company and or one of its Subsidiariessubsidiaries or an affiliate thereof during the Term is developing, including but not limited producing, marketing or selling, or (C) items (products or services) which the Company has advised Employee during the Term, it or a subsidiary or affiliate intends to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's produce or sell (i.e. ages 0-21) apparel or accessories (collectively the "BusinessNon-Competition Activities")) or; ii. For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether perform services (including without limitation as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, officer, director or consultant) for, franchisoror otherwise be engaged by or have any financial interest in or affiliation with any individual, franchiseecorporation, creditorpartnership or any other entity substantially involved in the Non-Competition Activities ("Competitor Entity") or; iii. own, owner along with his affiliates, including parents, siblings and members of their families, directly or otherwiseindirectly (the "Employee Group"), at least 2% in the aggregate of the outstanding equity interests of any Competitor Entity; provided, however, that the term "participate" nothing contained in this Paragraph 10(a) shall not include ownership prevent Employee from purchasing as an investment securities of less than 5% of the stock of a publicly-held any corporation whose stock is securities are regularly traded on a any national securities exchange or in the over-the-counter market or if such purchase would not result in the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If Employee Group owning at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any purchase more than 3% of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) outstanding equity interests of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationCompetitor Entity.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For Executive agrees that (i) until the expiration of the Employment Period under Section 1, and (ii) for a period of five (5) two years after the Closing Date last day of Executive's employment if Executive's employment is terminated by the Company without Cause (the "Non- Competition Period"as provided in Section 4(a)) or Executive voluntarily terminates his employment for Good Reason (as provided in Section 4(b)), such Shareholder shall notin either case on or before November 14, 1995, or for a period of one year if the termination occurs after November 14, 1995, Executive agrees not to engage, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's indirectly (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner consultant or by ownership or otherwise; provided) in a competitive business in the Company's market area. (b) 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, directly or indirectly (whether as officer, director, employee, consultant or by ownership or otherwise) in a competitive business in the term "participate" 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 not include prohibit or penalize the ownership by Executive of investments in shares of a competitive business that are registered under Section 12 of the Securities Exchange Act of 1934 and constitute, together with all such investments owned by any immediate family member of affiliate of, or person acting in concert with, Executive, less than 5% of the stock of outstanding registered investments in such business. As used herein, the term "competitive business" means a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market business entity that markets health insurance, managed health care, health maintenance organizations, or the continued participation by administration of health insurance programs, and the Shareholder on the Board of Directors of term "market area" means any company state or possession in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) Company is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder engaged in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding on the date of such solicitation or hire without the prior written consent Executive's termination of the Company and Parentemployment. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) four years after from the Closing Date (the "Non- Competition “Restricted Period"”), such Shareholder except as permitted by this Section 4.15, Seller shall notnot (and shall cause each of its Affiliates not to), directly without the prior written consent of Buyer, (i) engage in or indirectlycarry on any Competitive Activities (as defined in Exhibit D), either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21ii) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect have an equity interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwisePerson that engages in any Competitive Activities; provided, however, that “Competitive Activities” shall in no event be deemed to include performing any act or conducting any business (A) contemplated by the term "participate" Transition Services Agreement or the Continuing Relationship Agreement, or (B) to retail customers of Seller or any of its Affiliates or investment professionals licensed with Seller’s or Seller’s Affiliates’ private banking, wealth management or retail banking operations. (b) This Section 4.15 shall cease to apply (i) to any Person at such time as it is no longer an Affiliate of Seller, or (ii) upon the occurrence of an arm’s length transaction in which any Person acquires or combines with Seller in a transaction in which (A) Persons who are directors of Seller immediately prior to the consummation of the transaction do not constitute upon the consummation of such transaction a majority of the board of directors of the Person which survives such transaction (or the publicly traded parent thereof) and (B) the holders of the common stock of Seller hold upon the consummation thereof 60% or less of the shares of equity securities normally entitled to vote in the election of directors of such Person, and shall not include ownership apply to any Person that, in an arm’s length transaction, acquires or combines with one of less than 5Seller’s Affiliates or acquires assets, operations or a business from Seller or one of its Affiliates if such Person is not an Affiliate of Seller after such transaction is consummated. No restriction in this Section 4.15 shall apply to BlackRock, Inc. or any of its controlled Affiliates. (c) Notwithstanding the foregoing provisions of this Section 4.15, nothing in this Agreement shall preclude, prohibit or restrict Seller or any of its Affiliates from (i) acquiring, owning or holding up to 10% of the stock outstanding securities of a publicly-held corporation any entity whose stock is securities are listed and traded on a national securities exchange or market or any securities required to be registered under the Exchange Act; (ii) holding or exercising rights of ownership with respect to any security in a fiduciary capacity or otherwise for the benefit of a third party not affiliated with Seller; (iii) acquiring more than 10% of the outstanding capital stock or other equity interests in, but less than a Controlling Interest in, any Person that derives 25% or less of its total annual revenues in its most recent fiscal year from Competitive Activities; or (iv) acquiring a Controlling Interest in any Person that derives less than 25% of its total annual revenues in its most recent fiscal year from Competitive Activities; provided, however, that in the over-the-counter market case of this clause (iv) Seller shall divest or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any enter into a binding agreement to divest to an unaffiliated third party, or cause its applicable Affiliate to divest or enter into such an agreement, with respect to that portion of such Person that engages in Competitive Activities as soon as reasonably practicable, and in any secret event not later than one year, following the acquisition of such ownership or confidential information or knowledge obtained by such Shareholder concerning interest (except that the Business. This obligation of secrecy obligations set forth in this proviso shall not apply to information which (i) is Seller or becomes part any of its Affiliates in the event that Seller or any of its Affiliates consummate the acquisition of such Controlling Interest at any time during the final year of the public domain other than through breach of Restricted Period); or (v) performing any act or conducting any business contemplated by this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and ParentTransition Services Agreement. (d) If at the time of enforcement of this Section 8Seller breaches, or threatens to commit a court holds that the durationbreach of, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 84.15, money damages would be inadequate Buyer and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, right in addition to to, and not in lieu of, any other rights and remedies existing available to Buyer or the Company under law or in their favor, equity (including the right and remedy to enforce their rights and such Shareholder's obligations under this Section 10 not only recover from Seller all monetary damages suffered by an action Buyer or actions for damages, but also by an action the Company or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) Subsidiary of the provisions Company, as the case may be, as the result of Section 8 (including, without limitation, the extension of the Non-Competition Period by any acts or omissions constituting a period equal to (i) the length of the violation breach of this Section 8 plus (ii4.15) the length of to have such provision specifically enforced by any court proceedings having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to each of Buyer and the Company and that money damages may not provide an adequate remedy to Buyer or the Company. (e) Seller acknowledges that the restrictions contained in this Section 4.15 are reasonable and necessary to stop such violation)protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 4.15 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by Applicable Law in any jurisdiction, then any court of a breach competent jurisdiction is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or violation service, or other limitations permitted by such Shareholder Applicable Law. The covenants contained in this Section 4.15 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any of such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions of this Section 8 the running of the Non-Competition Period (but hereof, and any such invalidity or unenforceability in any jurisdiction shall not of invalidate or render unenforceable such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of covenant or provision in any actual breach or violationother jurisdiction.

Non-Competition. As a condition precedent During the term of Employee’s employment and during the one year immediately following (x) the date of any termination of Employee’s employment with the Company by the Company with or without Cause and (y) if earlier than the date referenced in clause (x) hereof, the date that notice is given by Employee to HK's obligation the Company of Employee’s termination of this Agreement and his performance of services hereunder for any reason (other than due to enter into and perform its obligations under Employee’s death) (such period, the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition “Restricted Period"”), such Shareholder shall Employee will not, directly or indirectly: (i) engage in any business that competes, either for himself wholly or for in part, as of the Relevant Date (as defined below), in the provision or sale of acquired brain injury services, therapeutic ▇▇▇▇▇▇ care, other ▇▇▇▇▇▇ care or other home or community based healthcare, therapy, counseling or other educational or human services to people with special needs, or any other personbusinesses that the Company is actively conducting or is actively considering conducting at the time of Employee’s termination of employment (so long as Employee knows or reasonably should have known about such plan(s)), "participate" in each case, anywhere in the world in United States (a “Competitive Business”); (ii) enter the business employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which is a Competitive Business as currently conducted by of the date Employee enters such employment or renders such services; or (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business which is a Competitive Business as proposed to be conducted by of the Company and its Subsidiariesdate of such acquisition or involvement, including but not limited to the designdirectly or indirectly, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an individual, partner, shareholder, officer, director, employee, partner, sole proprietorprincipal, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner trustee or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereofEmployee. (biv) During Notwithstanding the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use provisions of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the CompanySection 7(a)(i), (ii) is required to be disclosed by law or government order (but only to iii) above, nothing contained in Section 7(a) shall prohibit Employee from (i) investing, as a passive investor, in any publicly held company provided that Employee’s beneficial ownership of any class of such publicly held company’s securities does not exceed one percent (1%) of the extent so required)outstanding securities of such class, (ii) entering the employ of any academic institution or governmental or regulatory instrumentality of any country or any domestic or foreign state, county, city or political subdivision, or (iii) providing services to a subsidiary or affiliate of an entity that controls a separate subsidiary or affiliate that is used by such Shareholder in any other lines of business (but only to a Competitive Business, so long as the extent so used). (c) During the five-year period following the Closing Datesubsidiary or affiliate for which Employee may be providing services is not itself a Competitive Business and Employee is not, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was as an employee of the Business during the one year period immediately preceding the date Employee of such solicitation subsidiary or hire without the prior written consent of the Company and Parentaffiliate, engaging in activities that would otherwise cause such subsidiary or affiliate to be deemed a Competitive Business. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent Employee acknowledges that, in the course of his employment by ART, he will have access to HK's obligation to enter into the Companies’ Confidential Information; and perform its obligations under he will be intimately and directly involved in developing and maintaining the Merger AgreementCompanies’ goodwill and serving the Companies’ customers and prospective customers. Accordingly, each Shareholder Employee agrees that: (a) For during his employment by ART and for a period of five two (52) years after the Closing Date (the "Non- Competition Period")such employment has ceased for any reason, such Shareholder Employee shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent.ART:  (di) If at directly or indirectly solicit or accept any business substantially similar to that done by any of the time Companies from any person, company, firm or organization, or any affiliate of enforcement of this Section 8the foregoing, which is or was a court holds that the duration, scope, geographic area customer or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach active prospect of any of the provisions Companies during the two (2) year period prior to the end of this Section 8Employee’s employment at ART, money damages would be inadequate and for or on account of any individual, business enterprise, firm, partnership, association or corporation other than the Company and its affiliates would have no adequate remedy at law. AccordinglyCompanies; or  (ii) directly or indirectly solicit the employment of, such Shareholder agrees that the Company and its affiliates shall have the rightentice away, or in addition to any other rights manner persuade or attempt to persuade any person employed by any of the Companies to leave such employment; or  (b) during his employment by ART and remedies existing for a period of six (6) months after such employment has ceased for any reason, Employee shall not, without the prior written consent of ART directly or indirectly engage in, assist or have an interest in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatoryas proprietor, continuing partner, investor, stockholder, officer, director of any type of principal), or futureenter the employment of or act as an agent for or advisor or consultant to, any person, firm, partnership, association, corporation, business organization, entity or enterprise which is, or is about to become, directly or indirectly engaged in any business which is directly or indirectly competitive with any of the Companies; provided that Employee may own less than five percent (5%) of the provisions outstanding equity securities of a corporation that is engaged in such a competitive business if the equity securities of such corporation are publicly traded and registered under the Securities Exchange Act of 1934; provided, however, that the post-employment restrictive period contained in this Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal 5(b) shall be extended to (i) the length one (1) year if Employee’s employment terminates for Cause (as defined in Section 8(a) below), in connection with a Change in Control (as defined in Section 8(b) below), or as a result of the violation of this Section 8 plus his resignation, or (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period two (but not of such Shareholder's obligations under this Section 8) shall be tolled 2) years with respect to any such Shareholder during the continuance of any actual breach engagement with or violation.interest in Select Engineering in Fitchburg, MA. 

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For The Seller agrees that, for a period of five two (52) years after the Closing Date (date hereof, the "Non- Competition Period"), such Shareholder Seller shall not, in the United States or any other geographic area where the Purchaser does business, alone or in association with others; (i) engage, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the type of business as currently conducted by or as proposed to be conducted by Seller within the Company and its Subsidiaries, including but not limited two (2) years prior to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories date hereof (the "BusinessCompetitive Activities"). For purposes of this Agreement, the term "participate" includes ; and (ii) have any direct or indirect interest in any enterprise, whether or be employed by (or act as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of consultant to) any company which is engaged in which he serves as of the date hereofCompetitive Activities. (b) During the Non-Competition Periodsame period, such Shareholder will the Seller shall not, and shall use its respective best efforts not divulge to allow any person under its actual control (including employees and agents of the Seller or appropriate for his own useany affiliated company under its actual control) to, directly or for the use indirectly, on behalf of itself or any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which other person: (i) is call upon or becomes part accept business involving the Competitive Activities from or solicit business involving the Competitive Activities of any person who is, or who had been at any time during the public domain other than through breach preceding two (2) years, a customer of this Agreement Purchaser or through Seller, or otherwise divert or attempt to divert any business involving the fault of such Shareholder Competitive Activity from an unaffiliated source, which source has no obligation of secrecy to the Company, Purchaser or Seller; (ii) recruit or otherwise solicit or induce any person who is required an employee of, or otherwise engaged by, Purchaser to be disclosed by law terminate his or government order her employment or other relationship with Purchaser or hire any person who has left the employ of Purchaser during the preceding two (but only to the extent so required), 2) years; or (iii) is use or purport to authorize any person to use any name, mark, ▇▇go, trade dress or other identifying words or images which 95 14 are the same as or confusingly similar to those used at any time by such Shareholder Purchaser or Seller in any other lines of business (but only to connection with the extent so used)Acquired Assets. (c) During Except as otherwise provided herein, each party hereto will keep confidential any information obtained from the five-year period following other party in connection with the Closing Datetransactions contemplated by this Agreement, such Shareholder shall not solicit except as and to the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parentextent required by applicable law. (d) If at the time of enforcement of The restrictions set forth in this Section 8, a court holds 7.3 are considered by the parties to be fair and reasonable. The Seller further acknowledges that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree Purchaser would be irreparably harmed and that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that monetary damages would not provide an adequate remedy in the event of a breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law7.2. Accordingly, such Shareholder the Seller agrees that the Company and its affiliates shall have the rightthat, in addition to any other rights and remedies existing in their favoravailable to the Purchaser, the Purchaser shall be entitled to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or injunction and other equitable relief in order to enforce or prevent secure the enforcement of these provisions, and the party seeking such relief shall not be required to post bond as a condition thereto. If any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 7.1 relating to the running time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of this Section 7.2 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationparties.

Non-Competition. As For purposes of this Section 7 and Section 8, all references to the "Company" include all of its subsidiaries, divisions and joint ventures. During the Term, Pine shall have a condition precedent duty to HKwork only in the best interests of the Company and not to appropriate any of the Company's obligation business opportunities for his personal gain or attempt to enter into do so. Further, during the Term and perform its obligations under (i) for six months thereafter in the Merger Agreementcase of clauses (a) and (e) below (insofar as clause (e) relates to clause (a)) and 12 months thereafter in the case of clauses (b), each Shareholder agrees that(c), (d) and (e) below (insofar as clause (e) relates to clauses (b), (c) or (d)), if the termination of Pine's employment with the Company is pursuant to Sections 6(a) or 6(d) or (ii) for so long as the Company is paying the severance compensation contemplated by Sections 6(b), 6(c) or 6(e) if the termination of Pine's employment with the Company is pursuant to any such section (in either case, the "Applicable Non-Compete Period"), Pine shall not, in any geographical area in which the Company conducts business (or for such lesser area or such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the competitive activity of Pine), directly or indirectly: (a) For a period engage in any national radio or Internet representation business or other national representation business in which the Company is then engaged on behalf of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any third party, including, without limitation, any representation firm, radio station group, Internet web site or group or other personfirm, "participate" anywhere in the world in the business as currently conducted by station or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of group involving a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company medium in which he serves as of the date hereof.Interep is then engaged in representation; (b) During the Non-Competition Period, such Shareholder will not divulge solicit or appropriate for attempt to solicit business on his own use, behalf or for the use on behalf of any third party, for services then offered by the Company from any secret parties who are clients or confidential information customers of the Company, or knowledge obtained by such Shareholder concerning to which the Business. This obligation Company makes specific proposals for services, during the six months prior to the termination of secrecy shall not apply Pine's employment and with respect to information which Pine either (i) is or becomes part possesses confidential information of the public domain other than through breach of this Agreement Company or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only was directly involved as to the extent so required)solicitation, negotiation or (iii) is used by such Shareholder in any other lines servicing of business (but only to the extent so used).contracts; (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in or attempt to solicit for any capacity) of or hire directly or through another entity business endeavor any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent.Company; (d) If at interfere with the time Company or the conduct of enforcement of this Section 8, a court holds that its business or otherwise divert or attempt to divert from the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions.Company any business whatsoever; or (e) Such Shareholder recognizes and affirms that render any services as a joint venturer, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person or entity which is engaged in activities which, if performed by Pine, would violate this Section 7, if Pine is involved in such activities. The period of effectiveness of this clause (e) shall be the event same as the preceding clause in this Section 7 to which it relates in a particular case, either six months or 12 months, as the case may be. The foregoing shall not prevent Pine from (i) purchasing or owning up to 5% of breach the voting securities of any corporation, the securities of which are publicly-traded or (ii) owning or operating radio stations to the provisions extent permitted under Section 1(b). With respect to clause (a) of this Section 87, money damages would if Pine is employed by a group (including a radio station group) or other entity that is not involved in national sales representation, he shall not be inadequate and in breach of clause (a), regardless of the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damagesmedium involved, but also by an action if such group or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder entity commences national representation during the continuance of any actual breach period in which clause (a) is in effect, Pine shall immediately terminate his employment therewith and shall not become re-employed with such group or violationother entity until such period has expired.

Non-Competition. As a condition precedent (a) The parties to HKthis Section 5.9 include the Stockholder and his spouse (together, the "Noncompete Parties"). The Noncompete Parties have negotiated the non-competition provisions of this Agreement as an integral part of the transaction. The Noncompete Parties acknowledge that the Buyer is willing to pay the Purchase Price and proceed with the transaction because of the Company's obligation customer relationships, growth potential, and other prospects, and that such prospects would be severely and irreparably harmed by competition from the Noncompete Parties and/or their Affiliates. The Noncompete Parties further acknowledge that the Buyer would not have entered into this Agreement without the non-competition provisions contained herein. The Noncompete Parties willingly agree to the non-competition provisions of Section 5.9(b) hereof and agree that the non-competition provisions are reasonable and are necessary to induce the Buyer to enter into and perform its obligations under the Merger this Agreement, each Shareholder agrees that:. (ab) For a period of five (5) years after following the later of (x) the Closing Date or (y) the "Non- Competition Period")last day of the Stockholder's employment by the Company, such Shareholder shall Buyer, or an Affiliate of either, the Noncompete Parties agree that they will not, directly or indirectly, either through any Affiliate or otherwise, (i) except in the course of employment with Buyer or an Affiliate, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend their name or any similar name to, lend their credit to or render services or advice to, any Competitive Business that engages in business in the United States; provided, however, that any such person may purchase or otherwise acquire up to (but not more than) one percent as an aggregate of all such purchases and acquisitions of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; (ii) whether for himself their own account or for the account of any other person, "participate" anywhere at any time after the Closing, solicit business of the same or similar type being carried on by Buyer or any Affiliate, from any person that is or was a customer of the Company, Buyer, or any Affiliate, whether or not they had personal contact with such person during and by reason of employment with the Company, Buyer, or an Affiliate; (iii) whether for their own account or the account of any other person at any time after Closing solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee or independent contractor of the Company, Buyer, or an Affiliate, or in any manner induce or attempt to induce any employee of the Company, Buyer, or an Affiliate to terminate his or her employment with the Company, Buyer, or an Affiliate; or at any time interfere with the Company's relationship with any person, including any person who at any time was an employee, contractor, supplier, or customer of the Company, Buyer, or an Affiliate (provided, that (A) the Stockholder shall employ the persons who are employed at Closing in the world Redeemed Business as listed on Exhibit C and (B) at any time after January 1, 2001, the Stockholder or any Affiliate may employ any of C);the persons listed on Part 5.9(b)(iii) of the Disclosure Exhibit in a business that does not violate the business other provisions hereof so long as currently conducted by the Buyer's CEO approves the employment or as proposed the individual provides at least 180 days' notice of his or her intent to be conducted by the Company and its Subsidiaries, including but not limited accept such employment to the designBuyers CEO); or (iv) at any time after Closing, manufacturedisparage the Company, marketingBuyer, distributionor any Affiliate, licensing and sale or any of children's and teen's their shareholders, directors, officers, employees, or agents. (i.e. ages 0-21c) apparel or accessories (the "Business"). For purposes of this Agreement, "Competitive Business" shall mean the term "participate" includes any direct or indirect interest in any enterpriseinterstate and/or intrastate transportation of freight, whether as an officerincluding truckload and less-than-truckload carriage, directorintermodal service, employeeand brokerage, partner, sole proprietorlogistics, agent, representativeconsolidation, independent contractorand other freight-related operations. Competitive Business shall include, consultantbut not be limited to, franchisordry van, franchiseetemperature-controlled van, creditor, owner or otherwise; provided, that the term "participate" and flatbed operations. Competitive Business shall not include ownership of less than 5% the Stockholder's continued operation of the stock of Redeemed Business if it involves a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the "Permitted Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source", which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but includes only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length movement of the violation of this Section 8 plus household goods and (ii) the length movement of any court proceedings necessary goods for a customer of the Redeemed Business, involving freight being moved 150 miles or less and to stop such violation)or from a warehouse owned by the Redeemed Business, in each case as limited by the next four sentences. In the event of a breach household goods operation, the Stockholder (directly or violation by such Shareholder of any of indirectly through the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) Redeemed Business or otherwise) shall be tolled permitted to operate up to ten (10) trucks. In other permitted operations the Stockholder (directly or indirectly through The operation in connection with respect the Redeemed Business may usethe Redeemed Business or otherwise) shall be permitted to such Shareholder during the continuance of any actual breach or violation.operate up to five

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under Until the Merger Agreement, each Shareholder agrees that: (a) For a period [***] anniversary of five (5) years after the Closing Date (the "Non- Competition Period")Date, such Shareholder shall not, directly or indirectly, either Seller will not build for himself itself or for any other personof its Affiliates, "participate" anywhere in and it will cause its Affiliates not to build for Seller or any Affiliate of Seller, without the world in prior written consent of Purchaser, any DNA-encoding libraries (the business as currently conducted by or as proposed “Restricted Business”). Notwithstanding the foregoing, it will not be deemed to be conducted by the Company a violation of this Section 6.8 (Non-Competition) for Seller or any of its Affiliates: (i) to invest in any third Person which invests in, manages or operates a Restricted Business, so long as Seller’s and its Subsidiaries, including but not limited to Affiliates’ aggregate investment is less than [***] % of the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect outstanding ownership interest in such third Person, (ii) enter into an arms-length Contract-based relationship with any enterprisethird Person that invests in, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner manages or otherwiseoperates a Restricted Business; provided, that such Contract does not provide Seller or its Affiliates with the term "participate" shall not include ownership of less than 5% right or obligation to direct or cause the direction of the stock of a publicly-held corporation whose stock is traded on a national securities exchange management and policies of, or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Periodotherwise control, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the CompanyPerson, (iiiii) is required to be disclosed acquired by law any Person or government order (but only to the extent so required)business engaged in a Restricted Business, or (iiiiv) to acquire any Person or business engaged in a Restricted Business if (A) the principal purpose of such acquisition is used by not to engage in the Restricted Business, (B) the acquired Person or business is not primarily engaged in the Restricted Business and (C) (1) revenues of such Shareholder in any other lines of Person or business (but only to for the extent so used). (c) During the fivetwelve-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year month period immediately preceding the date of such solicitation acquisition derived from the Restricted Business was less than $[***] or hire without (2) Seller or the prior written consent of relevant Affiliate either ceases conducting such Restricted Business or enters into a definitive agreement to divest such Restricted Business within twelve months after the Company and Parentacquisition thereof. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent material inducement to HKPurchaser's obligation to enter into consummation of the transactions contemplated by this Agreement and perform its obligations under the Merger Agreementother Transaction Documents, each Shareholder the Company agrees thatas follows: (a) For The Company and its Affiliates shall not, for a period of five three (53) years after following the Closing Date (computed by excluding from such computation any time during which the "Non- Competition Period"Company or its Affiliates is found by a court of competent jurisdiction to have been in violation of any provision of this Section 7.6(a), such Shareholder shall not), directly or indirectly, either for himself themselves or for on behalf of or in conjunction with any other personPerson, "participate" anywhere engage in, invest in the world or otherwise participate in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an owner, employee, officer, director, employee, partner, sole proprietor, agent, representativemanager, independent contractor, consultantagent, franchisorpartner, franchiseeadvisor, creditor, owner or otherwise; provided) any business that competes with the Business anywhere in the world, that or at any time following the term "participate" Closing Date make any use of any Company IP. Notwithstanding the foregoing, this covenant shall not include ownership be deemed to prohibit the acquisition as an investment of less not more than five percent (5% %) of the capital stock of a publicly-held corporation competing business whose stock is traded on a national securities exchange or in the market, or over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereofcounter. (b) During The Company and its Affiliates shall not, for a period of three (3) years following the Non-Competition Period, Closing Date (computed by excluding from such Shareholder will not divulge computation any time during which any of the Company or appropriate for his own use, or for the use its Affiliates is found by a court of competent jurisdiction to have been in violation of any third partyprovision of this Section 7.6(b)), directly or indirectly, solicit or accept business from any secret customer or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part prospective customer of the public domain other than through breach of this Agreement or through Company with whom it had any contact in the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy twenty-four (24) month period prior to the Company, (ii) is required Closing Date with respect to be disclosed any products or services sold by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines Business as of business (but only to the extent so used)Closing Date. (c) During the five-year The Company and its Affiliates shall not, for a period of three (3) years following the Closing Date, Date (computed by excluding from such Shareholder shall not solicit the employment (in computation any capacity) of or hire directly or through another entity time during which any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parentor its Affiliates is found by a court of competent jurisdiction to have been in violation of any provision of this Section 7.6(c)), directly or indirectly, solicit, hire (or assist or encourage any other Person to solicit or hire) or otherwise interfere with the employment or independent contractor relationship of any Person who is employed by or serves as an independent contractor to Purchaser or any of its Affiliates during the operation of this provision. For the avoidance of doubt, an employee or independent contractor shall not be deemed to have been solicited or hired solely as a result of a general public advertisement or other such general solicitation. (d) If at The Company acknowledges that it has carefully read and considered the time of enforcement provisions of this Section 8, a court holds 7.6 and agrees that the foregoing covenants are reasonable with respect to their duration, scope, geographic area and scope. If a judicial or other restrictions stated herein are arbitral determination is made that any provision of this Section 7.6 constitutes an unreasonable under circumstances or otherwise unenforceable restriction against any of the Company or its Affiliates, then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court provisions of this Section 7.6 shall be substituted for rendered void only to the stated durationextent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, scopeany judicial or arbitral authority construing this Section 7.6 shall be empowered to sever any prohibited business activity, geographic time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 7.6 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or other restrictionsthe application thereof, of this Section 7.6 is determined not to be specifically enforceable, Purchaser shall nevertheless be entitled to recover monetary damages as a result of the breach of such agreement. (e) Such Shareholder recognizes The Company also acknowledges that the transactions contemplated by this Agreement constitute full and affirms that in adequate consideration for the event of breach of any execution and enforceability of the provisions of restrictions set forth in this Section 8, money damages would be inadequate 7.6. The Company also acknowledges and the Company understands that these restrictions are reasonably necessary to protect interests of Purchaser and its affiliates would have no adequate remedy at law. AccordinglyAffiliates, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension protection of the Non-Competition Period goodwill acquired, and the Company acknowledges that such restrictions will not prevent it from conducting businesses that are not included in the restricted business set forth in this Section 7.6 during the periods covered by a period equal the restrictive covenants set forth in this Section 7.6. (f) The parties agree that the Company will continue to (i) operate its Component Business after the length Closing and nothing in this Agreement shall prohibit or restrict in any way, the operation of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such ShareholderCompany's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.Components Business

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) Except as permitted by Section 6.12(b), for three years after the Closing Date (the "Non- Competition “Noncompete Period"”), such Shareholder Seller will not, and shall notcause its Affiliates, not to, directly or indirectly, either for himself itself or for any other personPerson, "participate" anywhere own, manage, control, participate in, or in any other manner engage in all or any portion of the world in Covered Business, which, solely for purposes of this Section 6.12, will exclude (i) the business as currently conducted by or as proposed to be conducted by Retained Businesses and (ii) any reasonable expansion of the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business")Retained Businesses. For purposes of this AgreementSection 6.12, the term "“participate" ” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultantseller, franchisor, franchisee, creditor, owner or otherwiseowner. For the Noncompete Period, Seller shall not, and shall cause its Affiliates not to, directly or indirectly through another Person (x) call on, solicit, or service any customer, supplier or other material business relation of the Company Group (a “Business Client”) with respect to products or services that have been provided by the Company Group or are currently being provided by the Company Group or which the Company Group has a proof of concept and is currently in the process of developing; or (y) encourage, induce or solicit, or attempt to encourage, induce or solicit, any Business Client to cease doing, or significantly reduce, business with the Company Group; provided, however, that the term "participate" this Section 6.12(a) shall not include ownership preclude Seller or any of less than 5% its Affiliates from placing general advertisements not specifically directed at any of the stock of a publicly-held corporation whose stock is traded on a national securities exchange Business Clients or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of from servicing any company in which he serves as of the date hereofBusiness Client who responds to such general advertisement. (b) During the Non-Competition Period, such Shareholder Seller and its Affiliates will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which be prohibited from: (i) is acquiring or becomes part holding all or any portion of the public domain other assets or equity interests of any Person engaged in the Covered Business so long as such Covered Business does not account for more than through breach 10% of this Agreement or through the fault revenues of such Shareholder from an unaffiliated sourceassets or such Person (based on the latest relevant annual financial statements); provided, which source that Seller will, or, if applicable, will cause its Affiliates to use commercially reasonable efforts to (A) limit the scope of such Covered Business or (B) divest a portion of the assets that constitute such Covered Business, in each case, within 6 months after the revenue threshold set forth in this Section 6.12(b)(i) has no obligation of secrecy been exceeded and solely to the Company, extent required to comply with the revenue thresholds set forth in this Section 6.12(b)(i); (ii) is required to be disclosed by law acquiring, holding of investments or government order (but only to owning, directly or indirectly, any voting stock, capital stock or other voting equity interest of any Person engaged in the extent Covered Business, so required), or long as such ownership interest represents not more than 10% of the aggregate voting power of such Person; (iii) is used by such Shareholder continuing to engage in (A) the Retained Businesses or (B) any other lines reasonable expansion of business the Retained Businesses; or (but only to the extent so used)iv) performing their obligations or exercising their rights under this Agreement. (c) During the five-year period following the Closing DateNoncompete Period, such Shareholder Seller and its Affiliates shall not directly or indirectly through another Person (i) encourage, induce, solicit the employment or attempt to encourage, induce or solicit any officer, director or employee (in any capacityof senior manager level or above) of or hire directly or through another entity any employee the Company Group to leave the employ of the Business Company Group; or (ii) hire or employ any person Person who was an officer, director or employee (of senior manager level or above) of the Business Company Group at any time during the one year six month period immediately preceding prior to the date of such solicitation this Agreement; provided, however, that this Section 6.12(d) shall not preclude any Seller or hire without its Affiliates from placing general solicitations not specifically directed at any of the prior written consent officers, directors or employees of the Company and ParentGroup or from hiring or employing any Person who responds to such general solicitations. (d) Seller acknowledges and represents (on behalf of itself and its Affiliates) that: (i) sufficient consideration has been given by each party to this Agreement to the other as it relates hereto; (ii) Seller and its Affiliates have consulted with independent legal counsel regarding its rights and obligations under this Section 6.12; (iii) Seller and its Affiliates fully understand the terms and conditions contained herein; (iv) the scope of the Covered Business is independent of location (such that it is not practical to limit the restrictions contained in this Section 6.12 to a specified country, city or part thereof); (v) the restrictions and agreements in this Section 6.12 are reasonable in all respects and necessary for the protection of any Company Group Member and its confidential information and goodwill and that, without such protection, the Company Group customer and client relationship and competitive advantage would be materially adversely affected; and (vi) the agreements in this Section 6.12 are an essential inducement to the Buyer and Parent to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which Seller is party or by which it is bound. (e) If at the any time of enforcement of this Section 8, a court or arbitrator’s award holds that the duration, scope, geographic area or other restrictions stated herein in this Section 6.12 are unreasonable under circumstances then existing, the parties hereto agree that the maximum durationperiod, scope, geographic scope or geographical area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated durationperiod, scope, geographic area scope or other restrictionsarea. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a During the period of five (5) years after from the Closing Date through the fifth anniversary thereof and any extended period pursuant to Section 8.3(c) below (the "Non- Competition Non-Compete Period"), such Shareholder shall and subject to Section 8.5 below and the Related Agreements, Seller will not, and will cause each of its Affiliates not to, directly or indirectly, either by or through equity ownership or otherwise, for himself itself or for any other person, "participate" anywhere person or entity (i) engage in the world manufacture or marketing of Products in competition with the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, however, that the term "participate" Seller shall not include ownership be deemed to be engaged in the manufacture or marketing of less Products to the extent it acquires products from a third party and incorporates such products into any product it markets, (ii) communicate with or contact any customers of Purchaser (other than 5% Seller itself or its Affiliates) for the purpose of soliciting such customer to purchase Products in competition with the stock Business, or (iii) initiate contact with any employee of a publicly-held corporation whose stock is traded on a national securities exchange Purchaser in the Business for the purpose of soliciting, hiring, attempting to hire or in any manner attempting to induce such employee to leave the over-the-counter market employment of Purchaser to be employed in any capacity in competition with Purchaser or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereofBusiness. (b) During Notwithstanding anything to the contrary herein contained, this Section 8.3 will not apply in respect of any business acquisition transaction (whether pursuant to a purchase of assets or another form of business acquisition transaction) effected by Seller or any of its Affiliates, or the operation of the business so acquired (whether the same as or different from the operation of such business prior to the acquisition), provided that the net sales of Products during the last full fiscal year for such business prior to the acquisition (or partial fiscal year if it has been engaged in such sales for a shorter period) did not exceed 20% of all net sales of such business for such period (the "20% Limitation"), except that said net sales may exceed the 20% Limitation so long as said net sales of Products do not exceed the lesser of 40% of all net sales of such business for such period or $30,000,000 (the "Threshold Amount"). In addition, if at any time during the Non-Competition PeriodCompete Period net sales of Products for such acquired business exceed the Threshold Amount, Seller shall divest such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part portion of the public domain other than through breach business relating to the Products and shall grant to Purchaser a right of this Agreement or through the fault first refusal in respect of such Shareholder from an unaffiliated source, which source has no obligation divestiture in accordance with the provisions of secrecy to the Company, (iiSection 8.3(c) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used)below. (c) During Notwithstanding the fiveforegoing provisions of Section 8.3(b), Seller or any of its Affiliates may effect a business acquisition transaction where net sales of Products during the last full fiscal year for such business prior to the acquisition exceed the 20% Limitation or the Threshold Amount so long as said net sales of Products do not exceed 50% of all net sales of such business for such period; provided, however, that (i) Seller shall divest (the "Divestiture") such portion of such business relating to the Products within one (1) year of said business acquisition transaction and (ii) the Non-year Compete Period shall be extended for a period following equal to the Closing Date, number of days such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee portion of the Business or business relating to the Products was held by Seller before the Divestiture. In effecting the Divestiture, Seller agrees to obtain an executed letter of intent (the "Offer") from any person who was an employee proposed purchaser and immediately to submit to Purchaser a true and complete copy of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent Offer, which shall include details of the Company and Parent. (d) If at the time of enforcement of this Section 8proposed purchase price; provided, a court holds that the durationhowever, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8after reasonable diligence Seller is unable to obtain an Offer, money damages would be inadequate Seller's obligation hereunder to obtain an Offer shall cease and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates in lieu thereof Purchaser shall have the right, in addition right (but not the obligation) to any other rights and remedies existing in their favor, to enforce their rights and acquire such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) portion of the provisions business relating to the Products at such business' fair market value. The Offer must apply only to that portion of Section 8 the business relating to the Products and may not include an offer to purchase any of Seller's other property or rights. Within 30 business days after its receipt of the Offer and all other information requested by Purchaser, Purchaser has the right to notify Seller in writing that Purchaser desires to purchase from Seller that portion of the business relating to the Products for the same purchase price and on the same terms and conditions contained in the Offer, provided that (i) Purchaser may substitute cash for any form of payment proposed in the Offer, (ii) Purchaser's credit, if not better than the credit of the proposed purchaser, shall be deemed equal to the credit of such proposed purchaser, (iii) Purchaser will have not less than 90 days after giving notice of its election to purchase to prepare for closing, and (iv) Purchaser is entitled to receive, and Seller agrees to make, all customary representations and warranties given by the seller of the assets of a business, including, without limitation, representations and warranties as to: (a) ownership and condition of, and title to, the extension assets of the Non-Competition Period by a period equal business being purchased, (b) liens and encumbrances relating to (i) the length assets of the violation of this Section 8 plus business being purchased and (iic) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any validity of the provisions of this Section 8 contracts and the running liabilities, contingent or otherwise, of the Non-Competition Period (but business being purchased. If Purchaser does not exercise its right of such Shareholder's obligations under this Section 8) shall be tolled with respect first refusal, Seller may complete the Divestiture to such Shareholder during proposed purchaser pursuant to and on the continuance of any actual breach or violation.exact terms contained in the Offer; provided, however, that if the Divestiture to such proposed purchaser is not completed within 120 days

Non-Competition. As a condition precedent to HK's obligation to enter into The Stockholder agrees that for the period commencing at the Closing and perform its obligations under expiring on the Merger Agreement, each Shareholder agrees that: later of (a) For a period the second anniversary of five the Closing and (5b) years the date that is one year after the Closing Date first date on which the Stockholder ceases to Beneficially Own shares representing less than the applicable Ownership Threshold or ceases to have a right to designate a Stockholder Designee or successor thereto on the Board (a) (including because the "Non- Competition Period"Stockholder has unilaterally irrevocably relinquished its right to appoint such designee), such Shareholder shall notneither it nor any of its Affiliates shall, either directly or indirectly, alone or with others, (i) engage in the Business, (ii) act as a reseller, agent or distributor in the United States for anyone engaged, directly or indirectly, either for himself alone or for any other personwith others, "participate" anywhere in the world Business, (iii) act as a mobile virtual network operator in the business United States (each of (i), (ii) and (iii), a “Competing Business”), (iv) own an interest in (whether as currently conducted by a stockholder, member or partner, but in each case excluding any such interest not exceeding 5% of any class of security), or manage, operate, or control, or participate in or be connected with as proposed to be conducted a director, any Person engaged in a Competing Business (other than the Company and its Affiliates), or (v) manufacture, market or distribute, or allow the manufacturing, marketing or distributing of, any products or services under, or use in any way, the Business Marks in the United States in connection with the Business, other than by the Company and its SubsidiariesAffiliates in accordance with the terms of the Acquisition Agreement (or any license agreements entered into pursuant to Section 4.21 or Section 4.22 of the Acquisition Agreement); provided that, including but not limited notwithstanding the foregoing, for three years after the closing of the Acquisition, neither the Stockholder nor its Subsidiaries shall sell, market or provide products or services to customers in the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0United States under the name “T-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwiseMobile”; provided, further, that the term "participate" foregoing shall not include ownership of less than 5% prohibit (x) customers of the stock Stockholder and its Affiliates outside of a publicly-held corporation whose stock is traded on a national securities exchange or the United States from receiving roaming services in the over-the-counter market United States or (y) businesses of Seller or its Subsidiaries (other than the continued participation by Company and its Subsidiaries) that are located outside of the Shareholder on the Board of Directors of any company in which he serves United States and are, as of the date hereof. (b) During , engaging in activities described in the Non-Competition Perioddefinition of Business with customers in the United States, from continuing to engage in such Shareholder will activities, provided, that such products and services are not divulge direct substitutes for wireless voice and data services. If the final judgment of a court of competent jurisdiction declares that any term or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement provision of this Section 8, a court holds that the duration, scope, geographic area 7.1 is invalid or other restrictions stated herein are unreasonable under circumstances then existingunenforceable, the parties hereto agree that the maximum court making the determination of invalidity or unenforceability will have the power to and shall reduce the scope, duration, scope, geographic or area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favorterm or provision, to enforce their rights delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order enforceable and that comes closest to enforce or prevent any violations (whether anticipatory, continuing or future) expressing the intention of the provisions of Section 8 (includinginvalid or unenforceable term or provision, without limitation, and this Agreement will be enforceable as so modified after the extension expiration of the Non-Competition Period by a period equal to (i) time within which the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall judgment may be tolled with respect to such Shareholder during the continuance of any actual breach or violationappealed.

Non-Competition. As a condition precedent (i) Except with respect to HK's obligation to enter into and perform its the performance of Sellers’ obligations under the Merger Transition Agreement, each Shareholder agrees that: (a) For a during the period of five (5) years after from the Closing Date until the end of the Milestone Term (the "Non- Competition “Restriction Period"”), such Shareholder Sellers shall not, and shall ensure that its Affiliates do not, directly or indirectly, either including through any acquisition, license, partnership, joint venture or distribution arrangement, market, distribute, offer for himself sale, or sell in any country in which any of the Products is commercially sold or for which application for marketing authorization has been made, any plasma-derived antibody-based product intended for the treatment of any of the viral infections for which any Product is intended, or used, to treat (a “Competing Product”) or knowingly aid or assist any Third Party in doing any of the foregoing, including by contacting any Persons who were suppliers, distributors, agents or customers of the Business for the purpose of soliciting orders in connection with a Competing Product. Notwithstanding anything herein to the contrary, nothing in this Section 6.12(a) shall prohibit or restrict the ability of any Seller or their Affiliates from beneficially owning less than five percent (5%) of any class of the outstanding securities of any publicly-traded Person. If a Seller or any of its controlled Affiliates or any Person that directly or indirectly owns a majority of the voting power of the capital stock of such Seller (such Person, a “Parent”) signs a definitive agreement with respect to a merger or acquisition by which it would acquire rights (other personthan residual financial rights) in a Competing Product at any time during the Restriction Period, "participate" anywhere then it (or its applicable controlled Affiliate or Parent) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the world Competing Product and, during such nine (9)-month period, the sale, marketing or distribution of such Competing Product shall not be in violation of this Section 6.12(a). In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the business Competing Product to a Third Party or (y) a license to one or more Third Parties of the right to sell, market and distribute such Competing Product so long as currently conducted by or as proposed to be conducted by the Company such Seller and its SubsidiariesSubsidiaries and parent entities only retain residual financial rights with respect to such Competing Product and do not exercise or have the ability to exercise any role or influence in any manner over the conduct of the business of such Competing Product. For the avoidance of doubt, if a Seller enters into a transaction with any Person whereby such Seller undergoes a Change in Control, then the foregoing limitations and requirements of this Section 6.12(a) shall not apply to such acquiring Person or any of its Affiliates other than the applicable Seller and its controlled Affiliates prior to such transaction, nor shall such Seller and its controlled Affiliates be prohibited from entering into intercompany transfers or services with such Person or its other Affiliates as do not relate to a Competing Product. It is further understood and agreed that the remedies at law are inadequate in the case of any breach of this covenant and that the Buyer shall be entitled to equitable relief, including but not limited the remedy of specific performance, with respect to any breach of such covenant. (ii) During the designRestriction Period, manufactureBuyer shall not, marketingand shall ensure that its Affiliates do not, distributiondirectly or indirectly, licensing and sale of children's and teen's (i.e. ages 0-21) apparel including through any acquisition, license, partnership, joint venture or accessories (the "Business"). For purposes of this Agreementdistribution arrangement, the term "participate" includes any direct market, distribute, offer for sale, or indirect interest sell in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% country in which any of the stock of a publicly-held corporation whose stock Products marketed under the name WinRho SDF® is traded on a national securities exchange commercially sold or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in for which he serves application for marketing authorization has been made as of the date hereof. , any of the products marketed under the name KamRho D I. M® or Kam-Rho D I.V® (b) During the Non-Competition Periodeach, such Shareholder will not divulge or appropriate for his own usea “Buyer Competing Product”), or knowingly aid or assist any Third Party in doing any of the foregoing, including by contacting any Persons who were suppliers, distributors, agents or customers of the Business for the use purpose of soliciting orders in connection with a Buyer Competing Product. It is further understood and agreed that the remedies at law are inadequate in the case of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company covenant and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court Sellers shall be substituted for entitled to equitable relief, including the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event remedy of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to any breach of such Shareholder during the continuance of any actual breach or violationcovenant.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after From the Closing Date and for two years thereafter, Sellers will not, and will cause their Affiliates not to, directly or indirectly anywhere in the United States and in any other jurisdiction in which the Acquired Business operates, (i) engage in, own any interest in, invest in, lend funds to, or provide any management, consulting, financial, administrative or other services to any business that sells or markets automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the automotive aftermarket, except for roof rails and cross-rails in the original equipment suppliers market (the "Non- Competition Period"“Restricted Market”), directly or indirectly in any manner, (ii) solicit, sell or attempt to sell automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the automotive aftermarket to any Person that is a customer of the Acquired Business (or any successor), (iii) disclose any confidential or non-public information regarding the Acquired Business or the Acquired Assets to any third party or (iv) directly or indirectly solicit or encourage to leave employ or contract or offer to employ or contract with any Person who is (or was during the previous 12 months) an employee or independent contractor of the Acquired Business (or any successor) who is (A) at management-level or above, (B) employed in a sales or account management capacity or (C) engaged in research and development activities, and, in the case of (B) and (C), earns more than $40,000 per year, or who is (or was during the previous 12 months) hired by Purchaser in connection with the transactions contemplated hereby; provided, that notwithstanding the foregoing Sellers and their Affiliates may (x) continue to own the Retained Businesses, and to operate those businesses substantially as now conducted, (y) own, directly or indirectly, solely as an investment, securities of any Person that are traded on any national securities exchange or Nasdaq if Sellers and their Affiliates collectively (1) are not a controlling Person of, or a member of a group that controls such Shareholder shall Person and (2) do not, directly or indirectly, either for himself own two percent or for more of any other person, "participate" anywhere class of securities of such Person and (z) acquire and hold interests in or securities of any Person that derived 15% or less of its total annual revenues in its most recent fiscal year from the sale of automotive towing systems and/or roof-mounted or hitch-mounted load-carrying systems in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwiseautomotive aftermarket; provided, further, that the term "participate" provisions of this Section 5.8 shall not include ownership of less than 5% apply to any Person that acquires the Retained Business if such Person operates or conducts business in the Restricted Market prior to such person’s acquisition of the stock Retained Business and derived more than $10 million of a publicly-held corporation whose stock is traded on a national securities exchange revenues from such business in its fiscal year most recently ended prior to the acquisition of the Retained Business. Notwithstanding the foregoing, the provisions of this Section 5.8 shall not apply to any company or business acquired by ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. or any of the funds or accounts managed by it that conducts business or operates in the over-the-counter market Restricted Market, so long as such company or business is not functionally combined with the continued participation by the Shareholder on the Board of Directors of Retained Business or any company in which he serves as of the date hereofmaterial portion thereof. (b) During The parties hereto recognize that the Non-Competition PeriodLaws and public policies of various jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section shall not render unenforceable, or impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such Shareholder will invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not divulge with respect to any other provision or appropriate for his own usejurisdiction. Furthermore, or for the use of if in any third party, jurisdiction in which any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach provision of this Agreement or through Section otherwise would be unenforceable, the fault of such Shareholder from an unaffiliated sourceprovision would be enforceable if reduced in extent, which source has no obligation of secrecy to then for conduct in that particular jurisdiction only, the Company, (ii) is required to relevant provision shall be disclosed by law or government order (but only deemed reduced in scope to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only required to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company render it enforceable. The parties to this Agreement acknowledge and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted any remedy at law for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of any breach of any of the provisions of this Section 8, money damages would be inadequate inadequate, and Sellers hereby consent to the Company and its affiliates would have no adequate remedy at law. Accordinglygranting by any court of an injunction or other equitable relief, such Shareholder agrees without the necessity of actual monetary loss being proved, in order that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not threatened breach of such Shareholder's obligations under this Section 8) shall provisions may be tolled with respect to such Shareholder during the continuance of any actual breach or violationeffectively restrained.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after commencing on the Closing Date and terminating on the third anniversary thereof (the "Non- Competition PeriodPERIOD"), such Shareholder shall notas an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, directly and in order to preserve the goodwill associated with the Business, Parent and Seller will not (1) engage in, continue in, participate in or indirectlyhave any material interest in any sole proprietorship, either for himself partnership, corporation or for business that is engaged primarily or in any other person, "participate" anywhere in the world material respect in the business as currently conducted by of the manufacture, sale or as proposed distribution of pressure sensitive and water activated tape and industrial electrical tape serving either the retail or industrial end markets (the "PROHIBITED BUSINESS") in North America (the "TERRITORY"), (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to be conducted by the Company and its SubsidiariesProhibited Business, including including, but not limited to, with respect to the designProhibited Business, manufactureadvertising or otherwise endorsing the products of any such competitor, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel soliciting customers or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes otherwise serving as an intermediary for any direct such competition or indirect interest engaging in any enterpriseform of business transaction on other than an arms'-length basis with any such competitor; or (3) unless Buyer has terminated such Transferred Employee, whether solicit for employment any Transferred Employee that has been employed by Buyer, without the prior consent of Buyer; PROVIDED, HOWEVER, that nothing herein shall be deemed to prevent (i) Parent or Seller from acquiring through market purchases and owning, solely as an officerinvestment, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% five percent of the stock equity securities of a publicly-held corporation any class of any issuer whose stock is traded shares are registered under Section 12(b) or 12(g) of the Exchange Act, and are listed or admitted for trading on a any United States national securities exchange or in the over-the-counter market or the continued participation by the Shareholder are quoted on the Board Nasdaq National Market, or any similar system of Directors automated dissemination of quotations of securities prices in common use, so long as neither Parent nor Seller is a member of any company in which he serves as "control group" (within the meaning of the date hereof. (brules and regulations of the United States Securities and Exchange Commission) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Companyissuer, (ii) is required any offer by Parent or Seller to be disclosed by law or government order employ a person in the Prohibited Business (but only to the extent so requiredexcept as set forth in this Section), or (iii) is used Parent or Seller from being acquired by such Shareholder a person engaged in any other lines business in competition with the Prohibited Business of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the Seller. The parties agree that the maximum durationBuyer may sell, scope, geographic area assign or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of otherwise transfer this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the rightcovenant not to compete, in addition whole or in part, to any other rights and remedies existing in their favorperson, corporation, firm or entity that succeeds to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.the

Non-Competition. As Executive acknowledges that the services to be rendered by him to the Company (which, as used in this Section 9, shall be deemed to include the Company and each of its Subsidiaries) are of a condition precedent to HK's obligation to enter into special and perform unique character. In consideration of his employment hereunder, Executive agrees, for the benefit of the Company, that he will not (other than in connection with performing his duties for the Company or its obligations under the Merger Agreement, each Shareholder agrees that:affiliates): (a) For a period of five during the Term and (5) years provided that the Company shall not, after the Closing Date of Termination, have remained in material breach of any of its material obligations to Executive, under this Agreement or otherwise, for more than ten (10) days after Executive shall have given the "Non- Competition Period"), Company written notice requesting cure of such Shareholder shall notmaterial breach) for twelve (12) months thereafter: (i) engage, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officerprincipal, directoragent, representative, consultant, employee, partner, sole proprietorstockholder, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner limited partner or other investor (other than a passive investment of not more than (x) five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded or (y) five percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, within the United States of America, in any business that competes directly and materially with the business conducted by the Company as of the Date of Termination or (ii) solicit or entice, or attempt to solicit or entice, away from the Company, either for his own account or for any individual, firm or corporation, any person known by him to have been, at any time during the twelve (12) months prior to such solicitation, enticement or attempt, a borrower from, a lender to, or a direct and material participant in a substantial financial transaction with, the Company, or to have been actively solicited by the Company to become a borrower from, a lender to, or a direct and material participant in a substantial financial transaction with, the Company; provided, however, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 89(a)(ii) shall not apply to, money damages would and thus shall not be inadequate deemed to restrict, any solicitation, enticement or attempt made on behalf of a venture or business that does not compete directly and materially with the Company in investment activities relating to the real estate industry; and provided, further, that the restrictions set forth in this Section 9(a) shall not apply after the Date of Termination if Executive's employment with the Company is terminated by the Company Without Cause, or by Executive with Good Reason in accordance with this Agreement, and the Company fails to pay Executive, within seven (7) days following the Date of Termination, a lump-sum amount that—when added to the amount paid to him under Section 5(c)(i) and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees disregarding any other amount paid to him—results in his receiving an aggregate lump-sum amount of $5,000,000 within seven (7) days following the Date of Termination; or (b) during the Term and (provided that the Company and shall not, after the Date of Termination, have remained in material breach of any of its affiliates material obligations to Executive, under this Agreement or otherwise, for more than ten (10) days after Executive shall have given the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and Company written notice requesting cure of such Shareholder's obligations under this Section 10 not only by an action or actions material breach) for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations twelve (whether anticipatory, continuing or future12) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to months thereafter: (i) solicit or entice, or attempt to solicit or entice, away from the length Company any individual who is known by Executive to then be an officer or employee of the violation Company either for his own account or for any individual, firm or corporation, whether or not such individual would commit a breach of this Section 8 plus a contract of employment by reason of leaving the service of the Company or (ii) employ, directly or indirectly, any person who is known by Executive to have been, during the length twelve (12) months prior to employment by Executive, an officer, employee or sales representative of any court proceedings necessary to stop such violation)the Company. In the event of a breach or violation by such Shareholder of any of Executive understands that the provisions of this Section 8 9 may limit his ability to earn a livelihood in a business similar to the running business of the Non-Competition Period Company but nevertheless agrees and hereby acknowledges that (but A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (B) such Shareholderprovisions contain reasonable limitations as to time and scope of activity to be restrained, (C) such provisions are not harmful to the general public, (D) such provisions are not unduly burdensome to Executive, and (E) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in such provisions. In consideration thereof and in light of Executive's obligations under this Section 8) shall education, skills and abilities, Executive agrees that Executive will not assert in any forum that such provisions prevent Executive from earning a living or otherwise are void or unenforceable or should be tolled with respect to such Shareholder during the continuance of any actual breach held void or violationunenforceable.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five the later of three (53) years after following the Closing Date or the second anniversary of the termination of the Term or employment of L▇▇▇▇▇ as set forth in the Employment Agreement (the "Non- Competition “Restricted Period"”), such Shareholder Seller (including, without limitation, L▇▇▇▇▇ and L▇▇▇▇▇ ▇▇▇▇▇▇), which obligations are a material portion of the consideration for the acquisition by Purchaser of the Business) shall notnot and shall cause its Affiliates not to engage, directly or indirectly, either for himself or for in any other person, "participate" business anywhere in the world United States that is engaged in the business as currently conducted by or as proposed to be conducted by the Company research, development, techniques and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest technology in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner manner involving or otherwise; provided, that the term "participate" shall not include ownership related to regeneration of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation functionally polarized tissue by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third partyLeucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells as well as activities that involve the making, any secret use or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated sourcelicensing thereof, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company Parent; provided, however, that, for the purposes of this Section 5.08, ownership of securities having no more than five (5%) percent of the outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Section 5.08 as long as the Person owning such securities has no other connection or relationship with such competitor. (b) As a separate and Parentindependent covenant, during the Restricted Period, Seller agrees with Purchaser that, Seller shall not, shall cause its Affiliates not to in any way, directly or indirectly, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of the Business with whom the Business or Seller had any dealings during the period of time in which the Business was owned by Seller or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Business or interfere with or attempt to interfere with any officers, employees, representatives or agents of the Business or induce or attempt to induce any of them to leave the employ of Purchaser or violate the terms of their contracts, or any employment arrangements, with Purchaser; provided, however, that the foregoing will not prohibit a general solicitation to the public of general advertising. (c) The Restricted Period shall be extended by the length of any period during which Seller is in breach of the terms of this Section 5.08. (d) If at Seller acknowledges that the time covenants of enforcement Seller set forth in this Section 5.08 are an essential element of this Section 8Agreement and that, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted but for the stated durationagreement of Seller to comply with these covenants, scope, geographic area or other restrictionsPurchaser would not have entered into this Agreement. (e) Such Shareholder recognizes Seller has independently consulted with its counsel and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, after such Shareholder consultation agrees that the Company and its affiliates shall have the right, covenants set forth in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings 5.08 are reasonable and proper and necessary to stop such violation)protect the legitimate interests of Purchaser. In the event of a breach that any covenant contained in this Section 5.08 should ever be adjudicated to exceed the time, geographic, product or violation service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such Shareholder covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 5.08 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any of such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions of this Section 8 the running of the Non-Competition Period (but hereof, and any such invalidity or unenforceability in any jurisdiction shall not of invalidate or render unenforceable such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of covenant or provision in any actual breach or violationother jurisdiction.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after beginning on the Closing Date (and ending upon the "Non- Competition Period")termination of the Exclusive Vendor Agreement, such Shareholder each of Seller, Seller No. 2 and Pomeroy hereby covenants ▇▇▇ ▇▇rees that it shall not, within North America, either directly or indirectly, either for himself (x) in any manner engage in or for any operate, manage or maintain a business that competes, in whole or in part, with the Business or (y) participate as a stockholder, member, partner, agent or representative or other personindependent contractor of, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes have any direct or indirect financial interest in, any enterprise that is engaged, or plans to engage, in any enterprisebusiness that competes with the Business or in the operation, whether as an officermanagement or maintenance of any business that competes, directorin whole or in part, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwisewith the Business within North America; provided, however that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court foregoing restriction shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal inapplicable ----------------- to (i) the length ownership of less than one percent (1%) of the violation securities of this Section 8 plus any publicly traded company; (ii) the length ownership of and the performance of any court proceedings necessary and all actions relating to stop such violationthe continued leasing, remarketing or selling of any equipment subject to a customer lease that is an Excluded Asset under the provisions of this Agreement; (iii) the ownership of stock in Val Tech Computer Systems, Inc. incident to the winding down in the ordinary course of business of all of the leases currently owned by Val Tech Computer Systems, Inc.; or (iv) any activity permitted under the terms of the Exclusive Vendor Agreement between the parties that relates to lease opportunities that are rejected by Buyer pursuant to the terms thereof; the intention of the parties being that after the Closing Date Seller and Seller No. 2 shall not continue to engage in the Business except as specifically set forth in these Section 7.10(i), Section 7.10(ii), Section 7.10(iii) and Section 7.10(iv). In the event of a breach or violation threatened breach by such Shareholder of any Seller, Seller No. 2 or Pomeroy of the provisions of this Section 8 ▇▇▇▇ ▇ection 7.10, the running Buyer shall be entitled to an injunction restraining Seller, Seller No. 2 or Pomeroy, as the case may be, ▇▇▇▇ any such breach. Nothing herein shall be construed as prohibiting the Buyer or any of its Affiliates from pursuing any other available remedy for such breach or threatened breach, including the Non-Competition Period recovery of damages. (but b) Pomeroy shall not sell all o▇ ▇▇▇▇▇antially all of its assets, in one transaction or a series of transactions, unless the acquiror of such Shareholder's obligations under assets agrees to be bound by the terms of this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationAgreement.

Non-Competition. As a condition precedent In consideration for the issuance to HK's obligation Harris of shares of the Company pursuant to enter into the Formation Agreement and perform the performance by Stratex of its obligations under the Merger AgreementAgreements (collectively, each Shareholder the “Non-Compete Consideration”), Harris agrees that: , during the period commencing on the date of this Agreement and ending on the fifth anniversary of the date hereof, H▇▇▇▇▇ will not, and will not permit any of its Subsidiaries to (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall notengage, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by Restricted Business, (b) form any Person other than the Company and its SubsidiariesSubsidiaries (a “Covered Person”) or change or extend the current business activities of any existing Covered Person for the purpose of engaging, including but not limited to directly or indirectly, in the designRestricted Business or (c) invest, manufacturedirectly or indirectly, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterpriseCovered Person engaged, whether as an officerdirectly or indirectly, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwisein the Restricted Business in any material respect; provided, however, that notwithstanding the term "participate" shall not include ownership of foregoing H▇▇▇▇▇ and/or its Subsidiaries may (i) collectively own less than 520% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or total equity interests in any Covered Person engaged in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves Restricted Business as long as none of the date hereof. (b) During employees of H▇▇▇▇▇ or any of its Subsidiaries is involved in the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault management of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the CompanyCovered Person, (ii) participate as a passive investor with no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is required managed by Persons that are not Affiliates of H▇▇▇▇▇ (each, an “Unaffiliated Person”) (x) with any employee benefit or retirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, to be disclosed by law or government order (but only to the extent so required), or a maximum interest in such investment fund of 15% and (iii) is used by acquire a Covered Person or business unit of a Covered Person engaged in the Restricted Business if (x) the Restricted Business contributed less than 20% of such Shareholder Covered Person’s or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (y) such Covered Person or H▇▇▇▇▇, as applicable, divests or ceases to conduct the Restricted Business within 18 months after the acquisition date. Notwithstanding anything in any other lines of business (but only this Agreement to the extent so used).contrary, the defined term “Restricted Business” shall not include, and the prohibition contained in this Section 2 shall in no way prohibit H▇▇▇▇▇ and/or its Subsidiaries from, (ca) During purchasing and reselling products produced by, and marked with the five-year period following brands of, an Unaffiliated Person in connection with the Closing Datesale, such Shareholder shall not solicit the employment (in any capacity) of service, design or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event maintenance of a breach system that contains or violation uses microwave radios or related components, systems or services or (b) developing, manufacturing, distributing or selling microwave radios or related components, systems or services for use by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationGovernment Entities.

Non-Competition. As a condition precedent to HK's obligation to enter into During the Term and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For for a period of five twelve (512) years after months following the Closing Date termination of the Employee’s employment if such employment termination was pursuant to Section 5.1 or Section 5.2, or twenty-four (24) months following the termination of the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the "Non- Competition “Non-Compete Period"”), such Shareholder the Employee shall not, directly or indirectly, either for himself whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or for agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit her name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, "participate" anywhere firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) the world in sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or (b) any other business as currently conducted by or as proposed to be conducted by the Company, any other member of the Company and its SubsidiariesGroup or any of their respective Affiliates on the date of the Employee’s termination of employment or within twelve (12) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.1 or Section 5.2, including but not limited or twenty-four (24) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.3, in the designgeographic locations where the Company, manufacture, marketing, distribution, licensing and sale the other members of children's and teen's (i.e. ages 0-21) apparel the Company Group and/or their respective Affiliates engage or accessories propose to engage in such business (the "“Business"”). For Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from owning for passive investment purposes of not intended to circumvent this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than five percent (5% %) of the stock of a publicly-held corporation whose stock is publicly traded on a national common equity securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company engaged in which he serves the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain competing enterprise other than through breach of this Agreement or through in connection with the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to normal and customary voting powers afforded the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder Employee in connection with any other lines of business (but only to the extent so usedpermissible equity ownership). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder Executive agrees that:, except in accordance with his duties under this Agreement on behalf of Employer, he will not, during the term of his employment with Employer and for a period of three (3) months after termination of Executive's employment with Employer for any reason (the "Non-Competition Period"): (a) For a period Independent of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other personobligation under this Agreement directly, "participate" anywhere or indirectly through any other individual, person or entity (i) own, (ii) manage, (iii) operate, (iv) be employed by, (v) render services to, (vi) become interested in the world or associated with, (vii) join in, (viii) control, (ix) participate in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employeeshareholder, creditor, partner, sole promoter, proprietor, agentassociate, employee, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise) or (x) otherwise carry on any Competing Business (as hereinafter defined); provided, however, that the term "participate" this paragraph (a) shall not include preclude Executive from owning not more than five percent (5%) of the equity ownership of less than 5% of the stock of any Competing Business, provided that such interest is owned as a publicly-held corporation whose stock is traded on a national securities exchange or passive investment and Executive does not actively participate in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereofsuch Competing Business. (b) During Independent of any other obligation under this Agreement, directly, or individually through any other individual, person or entity solicit, entice, persuade or induce any individual, person or entity which presently is, or at any time during the Non-Competition PeriodPeriod shall be, an employee of Employer, to terminate or refrain from renewing or extending his or her employment with Employer or to become employed by or enter into a contractual relationship with Executive or any other individual, person or entity, and Executive shall not approach any employee for any such Shareholder will not divulge purpose or appropriate for his own use, authorize or for knowingly cooperate with the use taking of any third partysuch action by other individual, any secret person or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used)entity. (c) During Independent of any other obligation under this Agreement, directly, or indirectly through any other individual, person or entity solicit, entice, persuade or induce any individual, person or entity which presently is, or at any time during the fiveNon-year period following Competition Period shall be, a supplier or vendor to Employer, to terminate, reduce or refrain from renewing or extending its contractual or other relationship with Employer, and the Closing Date, such Shareholder Executive shall not solicit approach any such supplier or vendor for any such purpose or authorize or knowingly cooperate with the employment (in taking of any capacity) of such action by any other individual, person or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parententity. (d) If Independent of any other obligation under this Agreement, directly, or indirectly through any other individual, person or entity solicit, entice, persuade, induce, contact or otherwise discuss with any individual person or entity which presently is, or at any time during the time of enforcement of this Section 8Non-Competition Period shall be, a court holds that the durationcustomer of Employer, scopeto terminate, geographic area reduce or refrain for renewing or extending its contractual or other restrictions stated herein are unreasonable under circumstances then existingrelationship with the Employer, the parties agree that the maximum duration, scope, geographic area or to become a customer of or enter into any contractual or other restrictions deemed reasonable under relationship with any Competing Business for or to provide goods or services of the type provided by Employer or Executive shall not approach any such circumstances customer for any such purpose or authorize or knowingly cooperate with the taking of any such action by such court shall be substituted for the stated durationany other individual, scope, geographic area person or other restrictionsentity. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions For purposes of this Section 8Agreement, money damages would be inadequate and a Competing Business shall include any business conducted in whole or in part within the Company and its affiliates would have no adequate remedy at law. Accordinglycontinental United States of providing stock or securities price quotations to brokerage firms, such Shareholder agrees that the Company and its affiliates shall have the rightbanks, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action trust companies or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationinsurance companies.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) (i) For a period of five three (53) years after the Closing Date Date, the Seller shall not (the "Non- Competition Period"and shall not permit any of its Subsidiaries to), such Shareholder shall not, directly or indirectly, either for himself produce or for sell the Products or natural evolutions or improvements to the Products, or any gallium arsenide (GaAs) Mach-Zehnder (optical) modulators (collectively, the "Competitive ▇▇▇▇▇▇▇▇"), in the United States, Canada, the U.K., Switzerland or any other personcountry in which the Business was conducted during the two (2) years prior to the Closing Date; provided, "participate" anywhere however, that nothing in this Section 5.23 shall prohibit the Seller or any of its Subsidiaries from: (A) engaging in any activity in which the Seller or any of its Subsidiaries was engaged on the Closing Date (other than the Business), including (1) developing, designing, producing, marketing or selling Tunable Products (as defined in the world Intellectual Property License Agreement) and (2) manufacturing or selling Systems (as defined in the business Intellectual Property License Agreement) in which Competitive Products are incorporated so long as currently conducted by or as proposed to be conducted either (x) such Competitive Products were not manufactured by the Company Seller or any of its Subsidiaries or (y) if such Competitive Products were manufactured by the Seller or any of its Subsidiaries, they were manufactured prior to the Closing Date for incorporation into Systems; (B) exercising its rights under Section 29 of the Supply Agreement; (C) affecting a Change of Control of the Seller or of any of its Subsidiaries involving any other Person which is, or has previously been, involved in developing, designing, producing, marketing or selling optical component products; (D) holding up to ten percent (10%) of the equity interests in any Person; (E) creating functionality within a System that could be delivered by, or is inherent in, a Competitive Product, but which functionality is not provided by a Competitive Product; or (F) subject to the restrictions on the Seller and its Subsidiaries, including but not limited if any, in the Intellectual Property License Agreement, assisting suppliers in connection with their provision of Competitive Products to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business Seller or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parentits Subsidiaries. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five three (53) years after and six (6) months commencing on the Closing Date (the "Non- Competition “Restricted Period"”), such Shareholder Sellers shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, either for himself (1) own or for any other person, "participate" anywhere operate (A) a mobile wireless network in the world Territory or (B) AT&T branded retail stores primarily selling consumer mobile wireless services in the Territory, in each case other than through the Transferred Companies or the Buyer, or (2) engage in targeted advertising (including through Affiliates or through any bundling of Sellers’ or their Affiliates’ services with any mobile wireless service in the Territory) directed at Persons residing within the Territory for the provision of mobile wireless voice or mobile wireless data communications services to such Persons (excluding all national or global advertising campaigns not specifically targeting Persons in the Territory) (“Restricted Activities”); provided that the restrictions in this Section 6.22 shall not apply to any of the following: (i) investments directly or indirectly in the “beneficial ownership” of capital stock or other equity or voting interests within the meaning of Rule 13d-3 under the Exchange Act of 1934, as amended, of any Person engaged in Restricted Activities in the Territory representing up to fifteen percent (15%) of the voting power of all outstanding capital stock of or other equity or voting interests of such Person; (ii) engaging directly or indirectly in any transaction or series of related transactions resulting in an acquisition (of assets, equity or other securities), merger, consolidation or other reorganization (“Strategic Transaction”) with or with respect to any Person or business engaging in any activities in the Territory that would otherwise constitute Restricted Activities but where such activities in the Territory represent ten percent (10%) or less of the overall value of the Strategic Transaction as currently conducted by or as proposed to be conducted determined by the Company and its Subsidiariespurchase price or similar consideration reasonably allocated to such activities of such Person or business in the Territory; (iii) any goods or services sold to any Governmental Entity, including but not limited any instrumentality thereof or prime contractor to the design, manufacture, marketing, distribution, licensing foregoing in connection with global services provided by Sellers and sale their Affiliates; (iv) all or any portion of children's the FirstNet services or global services provided by Sellers and teen's their Affiliates or any global or FirstNet account or business of Sellers or their Affiliates; (i.e. ages 0-21v) apparel all or accessories any portion of the DirecTV line of business of Sellers or their Affiliates (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, however, that the term "participate" this clause shall not include ownership be interpreted to permit Sellers or any of less than 5% their Affiliates to violate clause (2) above); (vi) any activities of the stock Sellers or their Affiliates in support of their internal operations and/or activities that are not Restricted Activities; and (vii) obtaining numbering resources to serve (1) customers of mobile wireless voice and mobile wireless data communications services with billing addresses outside Puerto Rico and USVI but with phone numbers having a publicly-held corporation whose stock is traded on a national securities exchange Numbering Plan Area (i.e., area code) assigned to Puerto Rico or USVI or (2) global or FirstNet accounts or customers located in the over-the-counter market Puerto Rico or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereofUSVI. (b) During Sellers acknowledge that the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for restrictions contained in this Section 6.22 are reasonable and necessary to protect the use legitimate interests of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply Buyer and constitute a material inducement to information which (i) is or becomes part of the public domain other than through breach of Buyer to enter into this Agreement or through and consummate the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed transactions contemplated by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation)Agreement. In the event that any covenant contained in this Section 6.22 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court of a breach competent jurisdiction is expressly empowered and requested to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or violation service, or other limitations permitted by such Shareholder applicable Law. The covenants contained in this Section 6.22 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any of such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions of this Section 8 the running of the Non-Competition Period (but hereof, and any such invalidity or unenforceability in any jurisdiction shall not of invalidate or render unenforceable such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of covenant or provision in any actual breach or violationother jurisdiction.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For The Executive shall not at any time within a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding from the date of such solicitation or hire without termination of his employment hereunder for any reason whatsoever unless with the prior written consent of the Company and ParentCompany. (di) If at directly or indirectly, whether as principal, servant, agent or consultant, canvass, solicit or entice or endeavour to entice away from the time of enforcement Company (which term for purposes of this Section 86 means and includes any and all employee of the Company, a court holds or (ii) directly or indirectly, whether as principal, servant or agent or in any other capacity whatsoever carry on or be engaged or interested in any business within the United States and Mexico carrying on trade (“the trade”) as manufacturer, assembler, designer, installer, developer, producer, dealer in , agent for or distributor of electronic products and assembles, such as but not limited to conventional and moulded cables and wire harnesses and printed circuit-boards, electro-mechanical assembles and products, plastic insert and injection moulded products, and other related services or products (collectively “Products”) of the Company in competition with the customer as that the durationterm is used and defined herein, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existingprovided, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court Executive shall be substituted entitled to invest and/or own up to 5% of the equity of any such business; or (iii) directly or indirectly, whether as principal, servant or agent, solicit or seek to obtain for himself or for any person, firm or corporation by whom he is employed or with whom he is associated, the business of or act as a principal, servant or agent for, or directly or indirectly accept any benefit, whether in money or otherwise from any business in connection with the trade conducted for any person, firm or corporation, which either at the date of termination of his employment or at any time during the 36 months immediately preceding such termination, is or was a customer of the Company, provided that such restriction applies only with respect to Products produced and marketed within such 36 month period by the Company for that customer, and provided further: (A) for the stated durationpurpose of this clause the expression “customer” shall be deemed to include a prospective customer whose business was the subject of negotiation with the Company or any of its subsidiaries or affiliates at any time within a period of 12 months prior to the termination of the Executive, scope, geographic area or other restrictions.and (eB) Such Shareholder recognizes and affirms that in the event of breach the Executive, directly or indirectly, receives any benefit, whether in money or otherwise as aforesaid, at or in respect of any time during such non-compete period of the provisions of this Section 8one year he shall, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition without prejudice to any other rights or remedies available to the Company, be bound forthwith to account for and remedies existing make payment to the Company in their favorrespect of such benefit, to enforce their rights and (C) for the purposes of this clause the Executive acknowledges and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) agrees that where multinational companies are customers of the provisions Company the restrictions herein contained shall have effect in relation to such multinational companies in whatever country they are located. (b) Each of Section 8 the foregoing obligations shall be deemed to be separate and severable obligations and each said obligations shall be construed accordingly. (including, without limitationc) While the foregoing restrictions are considered by the parties to be reasonable in all the circumstances it is agreed that if any of such restrictions shall be held to be void or ineffective for whatever reason but would be held to be valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in scope, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings said restrictions shall apply with such modifications as may be necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationmake them valid and effective.

Non-Competition. As a condition precedent In consideration of the transactions contemplated by this Agreement and in order to HK's obligation to enter into preserve and perform its obligations under protect the Merger Agreementgoodwill and value of the Business and the Purchased Assets conveyed hereunder, each Shareholder agrees thatthe PMG Companies and PMG hereby agree as follows: (ai) For During the period beginning on (x) the Closing, with respect to any any PMG Company and to each Seller that is not a period PMG Executive, and ending on the third (3rd) anniversary of five the Closing, (5y) years after the termination of his Employment Agreement, with respect to each PMG Executive, and ending on the latter to occur of (A) third (3rd) anniversary of the Closing Date and (B) the "Non- first (1st) anniversary of such termination (in each case, the “Non-Competition Period"”), no PMG Company nor any Seller will, and will cause or permit any of such Shareholder shall notPMG Company’s or Seller’s agents or Affiliates, either directly or indirectly, either for himself or for participate in any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Restricted Business"). For purposes of this Agreement, (A) the term "participate" includes “Participate” means to have any direct or indirect interest in any enterpriseinterest, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, otherwise provided that the term "participate" “Participate” shall not include ownership of less than 5% two percent (2%) of the a class of stock of a publicly-held corporation whose stock which is traded on a national securities exchange or in the over-the-counter market market, so long as the Company or such Seller does not have any active participation in the continued participation by business or management of such entity; and (B) the Shareholder on term “Restricted Business” means any enterprise, business or venture anywhere within the Board United States of Directors America and/or any other geographic areas in which the Company transacted business within the twenty-four (24) month period prior to Closing, which is active in the provisioning of any company in which he serves form of non-theatrical content, including the provision of operational, technical, post-production, logistics or management services, or is otherwise competitive with the Company as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the BusinessClosing. This obligation of secrecy The foregoing restriction shall not apply to information which prevent Sellers from continuing their ownership interest in Images In Motion (iL) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8Inc., a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictionsMalaysian corporation. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder The Director hereby agrees that: (a) For a the period of five commencing on the Closing and ending on the latest to occur of: (5i) three (3) years after from the Closing Date Closing, (ii) the "Non- Competition Period")date which is (a) one year following the date on which the Director shall no longer serve as a member of the Board, such Shareholder if ▇▇▇▇'▇ Significant Interest (as defined in the Contribution and Exchange Agreement) is retained by the ▇▇▇▇ Group on the date the Director ceases to be a member of the Board or (b) six (6) months following the date on which the Director shall no longer serve as a member of the Board if ▇▇▇▇'▇ Significant Interest is not retained by the ▇▇▇▇ Group on the date the Director ceases to be a member of the Board and (iii) the date on which both (a) neither ▇▇▇▇▇, ▇▇▇▇▇, nor ▇▇▇▇▇▇▇ ▇▇▇▇ shall serve on the Board and (b) ▇▇▇▇'▇ Significant Interest is no longer retained by the ▇▇▇▇ Group, the Director shall not, directly or indirectly, either for himself within the continental United States engage in, or for own, invest in, manage or control any other personventure or enterprise engaged in any development, "participate" anywhere acquisition or management activities with respect to office-service, office or flex property without regard to whether or not such activities compete with Cali; provided, however, that in the world event that the Director acquires industrial or other property and subsequently determines that the most commercially practicable use for such property is flex, the property may be converted to flex and the prohibitions set forth in this Paragraph 1 shall not apply to such property. Nothing herein shall prohibit the Director from being a passive owner of not more than (i) five percent (5%) of the outstanding stock of any class of securities of a corporation or other entity engaged in real estate which is publicly traded or (ii) fifteen (15%) percent of any real estate venture so long as such investment does not exceed $15,000,000 per venture and so long as, in either case, the Director has no active participation in the business of such venture, corporation or other entity. Moreover, the foregoing limitations shall not be deemed to restrict or otherwise limit the Director from: (A) conducting real estate development or management activities with respect to Eliminated Property (as currently conducted by defined in the Contribution and Exchange Agreement) and the properties set forth in Schedule 5.1(r) of the Contribution and Exchange Agreement, (B) acquiring and conducting real estate development, acquisition or as proposed management activities with respect to properties which may be conducted purchased by the Company Director pursuant to Section 27 of the Contribution and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Exchange Agreement, the term "participate" includes any direct or indirect interest or (C) engaging in any enterprisedevelopment, whether as an officeracquisition, directormanagement or ownership of office-service, employeeoffice or flex property through the Apollo Real Estate Funds, partnerits successor and related funds, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner any funds formed by the Apollo Real Estate Funds or otherwise; provided, any funds in which the principals of the Apollo Real Estate Funds own a majority of the general partnership or similar management or controlling interest. provided that the term "participate" shall not include ownership of less than 5% performance of the stock activities set forth in (A), (B) and (C) above does not materially impair the Director's performance of his obligations as a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as member of the date hereofBoard. (b) During the Non-Competition PeriodIf, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8Paragraph 1, a court holds of competent jurisdiction shall hold that the duration, scope, geographic area or other restrictions restriction stated herein are unreasonable under circumstances then existingis unreasonable, the parties hereto agree that without further action by the parties hereto the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances restriction may be substituted by such court shall be substituted for the stated duration, scope, geographic area or other restrictionsrestriction. (ec) Such Shareholder recognizes For purposes of this Agreement, Cali shall be deemed to include any entity which is controlled, directly or indirectly, by Cali and affirms that in the event any entity of breach of any which a majority of the provisions of this Section 8economic interest is owned, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordinglydirectly or indirectly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationCali.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after From the Closing Date (until the "Non- Competition Period"two-year anniversary thereof, without the prior written consent of Purchaser, and subject to Section 6.4(b), such Shareholder Sellers shall not, and shall procure that their Subsidiaries will not, directly or indirectly, either own, control, manage or operate any business that provides software (and related support, hosting and maintenance) to operate trading networks connecting brokers, traders and/or exchanges for himself or for any other personthe power, "participate" anywhere natural gas, coal, emissions, freight, oil and iron ore markets in the world Europe, in the business each case substantially as currently conducted by or as proposed to be conducted at Closing by the Company and Trayport Companies (a “Competing Business”). (b) Nothing in Section 6.4(a) shall preclude Sellers or any of their Affiliates from: (i) collectively owning ten percent (10%) or less of the outstanding securities of any Person; (ii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that, together with its Subsidiaries, including but not limited to is engaged, directly or indirectly, in a Competing Business if such Competing Business generated less than ten percent (10%) of such Person’s consolidated annual revenues in the designlast completed fiscal year of such Person; (iii) acquiring and, manufactureafter such acquisition, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect owning an interest in any enterprisePerson (or its successor) that, whether as an officertogether with its Subsidiaries, directoris engaged, employeedirectly or indirectly, partnerin a Competing Business if such Competing Business generated more than ten percent (10%), sole proprietorbut less than twenty percent (20%), agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwiseof such Person’s consolidated annual revenues in the last completed fiscal year of such Person; provided that Sellers shall enter into a definitive agreement to cause the divestiture of the Competing Business within one (1) year after the consummation of such acquisition and has completed such disposition within eighteen (18) months of the date of such definitive agreement (the “Divestiture Period”); provided, further, that if such divestiture has not been consummated due to (x) any applicable waiting period (including extension thereof) applicable to such divestiture under any Regulatory Law, or under any other applicable Law not having expired or been terminated, or (y) the term "participate" shall not include ownership of less than 5% failure to procure or obtain any required governmental or regulatory consents, approvals, permits or authorizations applicable to such divestiture, then the Divestiture Period will automatically be extended so that it expires one (1) week following the later of the stock expiration or termination of a publiclysuch waiting period and the procurement or obtainment of such consents, approvals, permits and authorizations; provided that in no event shall the Divestiture Period extend beyond thirty (30) months following the acquisition of the Competing Business; (iv) engaging in any activity that constitutes an immaterial, or non-held corporation whose stock is traded on a national securities exchange recurring inadvertent, breach or in the over-the-counter market or the continued participation by the Shareholder on the Board violation of Directors its obligations pursuant to Section 6.4(a); provided that, upon receiving notice of any company such breach, the breaching party promptly ceases the activity causing such breach; and (v) directly or indirectly, conducting or engaging in which he serves any brokerage business, trading business and/or an exchange, or owning, controlling, managing or operating any business that such Person (other than the Trayport Companies) owns, controls, manages or operates as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period Each Stockholder hereby agrees that during the Restricted Period, except in regards to the Stockholder's proper performance of five (5) years after his or her duties as an employee of the Closing Date (the "Non- Competition Period")Purchaser or its successor or any of its Affiliates, such Shareholder Stockholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world : (i) engage in the business as currently conducted by or as proposed to be conducted by which the Company is engaged in or has been engaged in prior to Closing in the Restricted Territory, including providing funds for the same; (ii) provide services routinely performed for customers (directly or indirectly) in the operation of the Company ("Services") in the Restricted Territory; (iii) solicit any Customer for purposes of providing Services; (iv) accept as a customer any Customer for purposes of providing Services; (v) induce or attempt to induce any Company employee to terminate his employment with the Purchaser or any of its Affiliates; (vi) employ, or engage as an independent contractor, any employee of the Company; (vii) interfere with the business relationship between a Customer or Company employee and the Purchaser or any of its SubsidiariesAffiliates; or (viii) encourage any Person to engage in any of the foregoing activities, including but not limited to providing financing, directly or indirectly, for any of the designforegoing activities. provided, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; providedhowever, that the term "participate" shall foregoing will not include ownership of less than 5% restrict the ability of the stock Stockholder to purchase or otherwise acquire up to five percent of a publicly-held corporation whose stock is traded on a national any class of securities exchange or of any enterprise (but without otherwise participating in the over-the-counter market activities of such enterprise) if such securities have been registered under Section 12(b) or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as 12(g) of the date hereofSecurities Exchange Act. (b) During Each Stockholder hereby agrees that the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of covenants in this Agreement or through are reasonable given the fault of real and potential competition encountered (and reasonably expected to be encountered) by the Purchaser and the substantial knowledge and goodwill such Shareholder from an unaffiliated source, which source Stockholder has no obligation of secrecy acquired with respect to the Company's business. Notwithstanding the foregoing, (ii) is required to be disclosed by law or government order (but only to in the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If event that at the time of enforcement of any provision of this Section 8, 6.07 a court holds or other tribunal will hold that the duration, scope, geographic area or other restrictions stated herein in this Section 6.07 are unreasonable or unenforceable under circumstances then existing, the parties agree that the maximum durationperiod, scope, geographic scope or geographical area or other restrictions deemed reasonable under such circumstances by such court shall will be substituted for the stated durationperiod, scope, geographic area scope or other restrictionsarea. (ec) Such Shareholder recognizes and affirms The parties agree that in the event of any breach by a Stockholder of any of the provisions of this Section 86.07, money damages would be inadequate and the Company and its affiliates Purchaser would have no adequate remedy at law. Accordingly, such Shareholder agrees notwithstanding anything to the contrary contained in this Agreement (including Article VII), the parties agree that the Company and its affiliates shall Purchaser will have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's the obligations under this Section 10 6.07, to seek an adequate remedy for such, not only by an action or actions for damages, damages but also by an action or actions for specific performance, injunctive injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation6.07.

Non-Competition. As a condition precedent to HK's obligation to enter By and in consideration of the Company’s entering into and perform its obligations under the Merger this Agreement, each Shareholder and in further consideration of the Participant’s exposure to the Confidential Information of the Group, the Participant agrees that: (a) For a period of five (5) years after that the Closing Date (the "Non- Competition Period"), such Shareholder Participant shall not, during the Restriction Period (as defined below), directly or indirectly, either for himself own, manage, operate, join, control, be employed by, or for 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 in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other personlines of business any member of the Group is participating in, "participate" anywhere in or has taken substantive steps towards participating in, as of the world in date hereof) that is competitive with the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprisesubsidiaries, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business partnerships and joint ventures during the one year period immediately preceding Participant’s Service, within the date of such solicitation or hire without United States and anywhere outside the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and United States where the Company and its affiliates would have no adequate remedy at lawdirect or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service. AccordinglyThe “Restriction Period” shall mean the period of the Participant’s Service and for twelve (12) months following the termination thereof; provided, such Shareholder agrees however, that, unless the Participant is or becomes entitled to accelerated vesting of the Awarded RSUs upon termination of Service, the Restriction Period shall automatically end on the date that the Participant’s Service is terminated; provided, further, that the Company and in its affiliates shall have the right, in addition to sole discretion may waive all or any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) portion of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationRestriction Period.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without Except with the prior written consent of the Company Buyer and Parentsubject to the Buyer’s compliance with Section 5.14(j), during the period commencing immediately after the Closing Time and ending on the third anniversary of the Closing Date, the Seller shall not, and shall cause its Subsidiaries (the Seller together with its Subsidiaries, the “Restricted Entities”) not to, own, operate, control, engage in, manage or have an ownership or financial interest in a Person (including as a shareholder or other investor) that engages in, including worldwide, the business of production and sale of phosphonates and phosphonate-based specialty additives and purchase and resale of such products, but in all cases excluding the Fluids Business (a “Competing Business”). In no event shall “Competing Business” apply to any product (i) with respect to which phosphonates are used as an ingredient for their functional properties or (ii) the use of which includes phosphonates in the manufacturing of any other products. (b) Notwithstanding any provision to the contrary in this Section 5.14, any Restricted Entity may: (i) purchase or otherwise acquire or invest in by merger, purchase of assets, stock or controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person (such acquired Person, the “Acquired Entity”), so long as: (1) a Restricted Entity divests within one year of such acquisition any portion of such business that would cause non-compliance with Section 5.14(a); provided that, pending such divestiture, (A) no employee of the Restricted Entities who has direct managerial or operational responsibility for the services rendered by the Operator under the Lease and Operating Agreement shall have any direct managerial or operational responsibilities with respect to that portion of the business of the Acquired Entity that engages in a Competing Business and (B) the Seller continues to be subject to the provisions of Section 5.7(b); or (2) such Person is a De Minimis Business; (ii) acquire, own or manage for the account of third parties through a mutual fund, employee benefit plan, trust account or similar investment pool or vehicle, any class of security of any Person regardless of whether such Person engages in the Competing Business; (iii) hold or make investments not in excess of three percent (3%) of the outstanding securities of any corporation if such securities are listed on an internationally recognized securities exchange, provided that no officer of any Restricted Entity (other than an Acquired Entity) serves as a director or an executive officer of such Acquired Entity; or (iv) engage in any rental or leasing of real property (including to any Competing Business or to any Person who conducts any Competing Business) other than leasing of real property to any Person at the Newport Site for the purpose of conducting a Competing Business at the Newport Site at the same time that the Buyer is a Guest under the Lease and Operating Agreement; provided, however, that, for the avoidance of doubt, this Section 5.14(b)(iv) shall in no event restrict the Seller from conducting a Fluids Business at the Newport Site. (c) In the event that any Subsidiary of the Seller ceases to be an Subsidiary of the Seller, the provisions of this Section 5.14 shall no longer apply to such Person; for the avoidance of doubt, this Section 5.14(c) shall not limit the Seller’s obligations under Section 5.7(b). (d) If at For the time avoidance of enforcement doubt, no shareholder of the Seller or any Affiliate of any such shareholder (other than the Seller and its Subsidiaries) shall be deemed a Restricted Entity for the purposes of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions5.14. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions No provision of this Section 85.14 shall in any manner limit or restrict the ability of Solutia UK or any of its Affiliates to comply with their obligations under the Lease and Operating Agreement or any Premises Lease and Services Agreement. (f) Exceptions set forth in any of Sections 5.14(b), money damages would (c), (d) or (e) are set forth therein for the avoidance of doubt, as such exceptions cover actions not necessarily restricted by Section 5.14(a), and no inference shall be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees drawn that the Company and its affiliates shall have activities described in any such Sections 5.14(b), (c), (d) or (e) are in any way restricted or limited by the right, restrictions set forth in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation5.14(a). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For 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 (5) years from the Closing, Sellers shall not, and shall cause each of their Affiliates not to, engage (directly or indirectly), alone or in association with another Person, Control, operate, manage or have any ownership interest, whether as proprietor, partner, member, stockholder, consultant, or otherwise, in any Competing Business (as defined below). Sellers shall not have any obligation under this Section 5.11 with respect to any Person from and after such time as such Person ceases to be an Affiliate of Sellers. (b) Notwithstanding anything to the contrary in Section 5.11(a), and without implication that the following activities otherwise would be subject to the provisions of this Section 5.11, nothing in this Agreement shall preclude, prohibit or restrict Sellers and their respective Affiliates from engaging, or require Sellers or any of their respective Affiliates not to engage, in any manner in any of the following: (i) purchasing or 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 a passive investment where such Seller or applicable Affiliate: (A) does not intend or 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 and (B) is not 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 the 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 "Non- Competition Period"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 (B) if at the time of such Shareholder shall notacquisition, directly merger or indirectlycombination, either for himself 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 for any other personcombination, "participate" anywhere in (I) such Seller or applicable Affiliate signs a definitive agreement to dispose, and subsequently disposes of, the world in relevant portion of the business as currently conducted by or as proposed to be conducted by securities of such After-Acquired Business, (II) such Seller or applicable Affiliate otherwise modifies the Company and its Subsidiaries, including but After-Acquired Business such that the Competing After-Acquired Revenues constitute not limited to more than twenty-five percent (25%) of the design, manufacture, marketing, distribution, licensing and sale Aggregate After-Acquired Revenues or (III) the business of children's and teen's such After-Acquired Business otherwise complies with this Section 5.11. (i.e. ages 0-21c) apparel or accessories (For the "Business"). For purposes of this Agreement, the term "participate" includes any direct “Competing Business” means the business of selling, marketing, underwriting, issuing or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that insuring FCIC Policies and Crop Hail Policies (other than the term "participate" shall not include ownership of less than 5% CUMIS Retained Business) within the territory of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereofUnited States. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under During the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after commencing on the Closing Date (and ending on the "Non- Competition Period")fourth anniversary of the Closing Date, such Shareholder shall notwithout the express prior written consent of the Purchaser, the Seller agrees not to, directly or indirectly, either for himself own, control, manage, operate or for participate in, any other person, "participate" anywhere business or entity that engages in the world in Business (the business as currently conducted by “Competing Activities”). This Section 5.11(b) shall not prevent or as proposed to be conducted by preclude the Company Seller and its SubsidiariesAffiliates from (i) acquiring an interest or investing in (including by merger, including but not limited to the designacquisition, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner assets or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded ) any Person listed on a national securities exchange or publicly traded in the over-the-over the counter market that engages in any Competing Activities if such interest or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as investment constitutes less than five per cent (5%) of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge outstanding voting securities or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault equity interests of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the CompanyPerson, (ii) acquiring an interest or investing in (including by merger, acquisition, sale of assets or otherwise) any Person or business that engages in any Competing Activities, provided that (x) the Seller or such Affiliate is required to be disclosed by law a passive investor and does not directly or government order indirectly control the activities or management of such Person or business and (but only to the extent so required)y) such ownership stake does not exceed 49% of such Person or business, or (iii) is used by such Shareholder acquiring any business or equity interest in any Person that is, among other lines things, engaged in Competing Activities, so long as the percentage of revenues of such business (but only or Person attributable to the extent so usedCompeting Activities during the preceding fiscal year represents less than 20% of such business’ or Person’s total revenues during such period (based on such business’ or Person’s latest financial statements) or (iv) engaging in, selling or providing any activity, publication, product service and/or business of the Seller or any of its Affiliates (including its businesses known as Standard & Poor’s Rating Services, S&P Capital IQ and SNL, Platts and S&P/Dow ▇▇▇▇▇ indices) as conducted, published or engaged in on the date hereof (or any natural extensions thereof). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into 14.17.1 Except as permitted in this Section 14.17, during the period commencing on the Effective Time and perform its obligations under ending on the Merger Agreementsecond anniversary of the Effective Time, each Shareholder agrees that: the ▇▇▇▇▇▇▇ Entities agree that they shall not, and shall cause their affiliates not to, (ai) For a period engage in the operation of any Competing Business (defined in Section 14.17.4 below) within five (5) years after the Closing Date miles of any Facility (the a "Non- Competition PeriodTerritory"), or (ii) acquire, lease, own or be a controlling shareholder, controlling partner, controlling member or controlling equity holder of, or acquire or maintain a controlling interest in, any Competing Business that is located in a Territory. Notwithstanding the foregoing, this Section 14.17 shall not apply to (i) any person that succeeds to a substantial portion of any ▇▇▇▇▇▇▇ Entity's or any of its affiliate's assets, (ii) the acquisition of a Competing Business within a Territory to the extent the aggregate number of Competing Businesses within any one or more Territories constitutes less than twenty (20%) of the facilities acquired by the ▇▇▇▇▇▇▇ Entities or their affiliates in any one transaction or series of related transactions, (iii) any ▇▇▇▇▇▇▇ Entity if such Shareholder shall not▇▇▇▇▇▇▇ Entity is acquired by or merged with or into any other person that owns or operates a Competing Business, (iv) any ▇▇▇▇▇▇▇ Entity's (a) ownership and/or operation of Jupiter Care Center in Jupiter, Florida and ▇▇▇▇▇ Point in Orange Park, Florida, which are leased and/or subleased to third-party operators as of the date hereof or any of the Leased Facilities or the Managed Facility and (b) operation of such facilities in the event the applicable ▇▇▇▇▇▇▇ Entity exercises its remedies under any such lease, (v) any of the Facilities for which a Closing does not occur in accordance with the terms and provisions of this Agreement or (vi) any ▇▇▇▇▇▇▇ Entities' ownership and/or operation of the Whispering Pines facility in Newport ▇▇▇▇▇▇, Florida, in the event the sale of such facility has not closed prior to the Effective Time, as currently contemplated. As used herein, "controlling" means having possession, directly or indirectly, either of the power to direct or cause the direction of the management and policies of a person whether through ownership of voting securities, by contract or otherwise. 14.17.2 The ▇▇▇▇▇▇▇ Entities recognize that the covenants in this Section 14.17, and the territorial, time and other limitations with respect thereto, are reasonable and properly required for himself the adequate protection of the acquisition of the Purchased Assets by Buyer, and agree that such limitations are reasonable with respect to its activities, business and public purpose. The ▇▇▇▇▇▇▇ Entities agrees and acknowledges that the violation of the covenants or agreements in this Section 14.17 would cause irreparable injury to Buyer and that the remedy at law for any violation or threatened violation thereof would be inadequate and that, in addition to whatever other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to remedies may be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange available at law or in equity, Buyer shall be entitled to temporary and permanent injunctive or other equitable relief without the over-the-counter market necessity of proving actual damages or posting bond. The parties also waive any requirement of proving actual damages in connection with the continued participation by the Shareholder on the Board of Directors obtaining of any company in which he serves as of the date hereofsuch injunctive or other equitable relief. (b) During 14.17.3 It is the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use intention of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds each party hereto that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would 14.17 shall be inadequate enforced to the fullest extent permissible under the laws and the Company public policies of the State of Florida and its affiliates would have no adequate remedy at lawof any other jurisdiction in which enforcement may be sought, but that the unenforceability (or the modification to conform with such laws or public policies) of any provisions hereof shall not render unenforceable or impair the remainder of this Agreement. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to if any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under term or provision of this Section 10 not only by an action 14.17 shall be determined to be illegal, invalid or actions for damagesunenforceable, but also by an action either in whole or actions for specific performancein part, injunctive and/or other equitable relief this Agreement shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Agreement in order to enforce or prevent any violations (whether anticipatory, continuing or future) of render the provisions of Section 8 (including, without limitation, same valid and enforceable to the extension of the Non-Competition Period by a period equal to (i) the length of the violation fullest extent permissible as aforesaid. 14.17.4 For purposes of this Section 8 plus (ii) 14.17, the length term "Competing Business" means the business of any court proceedings necessary to stop such violation). In the event of a breach owning and operating skilled nursing or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationassisted living facilities.

Non-Competition. As a condition precedent to HK's obligation to enter into (i) After the Closing, ▇▇▇▇▇ shall not be employed by, consult to, operate or own (other than through his employment with the Buyer) any business engaged in the design, marketing, production and/or sale of women's' lingerie or related apparel and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after accessories. After the Closing Date (through the "Non- Competition PeriodTerm" (as defined therein) of the ▇▇▇▇▇▇ Employment Agreement and for one year thereafter ("▇▇▇▇▇▇ NON-COMPETE PERIOD"), such Shareholder ▇▇▇▇▇▇ shall not be employed by, consult to, operate or own (other than through his employment with the Buyer) any business engaged, as a primary line of business (i.e., representing more than 9.99% of its revenue) in the design, marketing, production and/or sale of women's' lingerie or related apparel and accessories ("COMPETITIVE BUSINESS"). Notwithstanding the foregoing, ▇▇▇▇▇▇ shall have the right to terminate the ▇▇▇▇▇▇ Non-Compete Period and to be employed by, consult to, operate or own a Competitive Business if his employment with the Buyer is terminated by him for "Good Reason" or by the Company without "Cause" as those terms are defined in the ▇▇▇▇▇▇ Employment Agreement. Notwithstanding the foregoing, nothing in this Section 4.7(i) shall preclude either ▇▇▇▇▇ and/or ▇▇▇▇▇▇ from investing his personal assets in any manner he chooses, provided, however, that ▇▇▇▇▇ or ▇▇▇▇▇▇ (as the case may be) may not, during the applicable period referred to in this Section 4.7(i), own more than 4.99% of the equity securities of any Competitive Business. Notwithstanding anything in this Section 4.7(i) to the contrary, nothing in this Agreement shall prevent ▇▇▇▇▇▇ (but not ▇▇▇▇▇) from working for, or providing services to, a business segment or department of a Competitive Business, or a subsidiary, division or other entity that controls or is controlled by a Competitive Business, if, the business segment or department of a Competitive Business for which such person provides services, or the subsidiary, division or other entity by which such person is employed, does not itself directly compete with the Buyer. By way of illustration, ▇▇▇▇▇▇ shall be free to be employed by, or indirectlyprovide services to, either for himself or for any other person, "participate" anywhere in the world an entity which is in the business as currently conducted by of production, design, sale or as proposed to be conducted by the Company and its Subsidiariesmarketing of apparel generally, including but women's lingerie and related apparel, so long as such person is not limited to the designemployed by, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any does not provide direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; providedservices to, that the term "participate" shall not include ownership of less than 5% portion of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in entity which he serves as of the date hereofrelates to women's lingerie and related apparel and accessories. (bii) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part The Seller Parties acknowledge and agree that a portion of the public domain other than through breach Purchase Price is attributable to the goodwill of SB&S and to the non-competition provisions of this Agreement or through the fault and expressly waives any right to assert inadequacy of such Shareholder from an unaffiliated source, which source has no obligation of secrecy consideration as a defense to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8should such enforcement become necessary. The Seller Parties further acknowledge that a remedy at law for any breach or attempted breach of this Section will be inadequate, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum durationany breach of this Section will result in irreparable harm to Buyer and agrees not to oppose any demand for specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Whenever possible, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court each provision of this Section shall be substituted interpreted in such manner as to be effective and valid under applicable law but if any provision of this Section shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Section. If any provision of this Section shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that remainder of this Section but shall be confined in its operation to the provision of this Section directly involved in the controversy in which such judgment shall have been rendered. In the event of breach of any of that the provisions of this Section 8should ever be deemed to exceed the time or geographic limitations permitted by the applicable laws, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, then such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) provision shall be tolled with respect reformed to such Shareholder during the continuance of any actual breach maximum time or violationgeographic limitations permitted by applicable law.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) The Executive hereby agrees that from May 1, 2001 until three years after he ceases to be a director of either the Closing Date Company or the Bank, the Executive will not (i) engage in the "Non- Competition Period"banking or financial services business other than on behalf of the Company or the Bank or their affiliates within the Market Area (as hereinafter defined), such Shareholder shall not, (ii) directly or indirectlyindirectly own, either for himself manage, operate, control, be employed by, or for provide management or consulting service in any capacity to any firm, corporation or other person, "participate" anywhere entity (other than the Company or the Bank or their affiliates) engaged in the world banking or financial services business in the business as currently conducted by Market Area, or as proposed (iii) directly or indirectly solicit or otherwise intentionally cause any employee, officer or member of the respective Board of Directors of the Company or the Bank or any of their affiliates to be conducted engage in any action prohibited under (i) or (ii) of this Section 15(a); provided that the ownership by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether Executive as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall investor of not include ownership of less more than 5% five percent of the outstanding shares of stock of a publicly-held any corporation whose stock is traded listed for trading on a national any securities exchange or in is quoted on the over-the-counter market automated quotation system of the National Association of Securities Dealers, Inc., or the continued participation by the Shareholder on the Board of Directors shares of any investment company as defined in which he serves as Section 3 of the date hereofInvestment Company Act of 1940, as amended, shall not in itself constitute a violation of the Executive's obligations under this Section 15(a). (b) During the Non-Competition Period, such Shareholder The Executive acknowledges and agrees that irreparable injury will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy result to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that Employers in the event of a breach of any of the provisions of this Section 8, money damages would be inadequate 15 (the "Designated Provisions") and that the Company and its affiliates would Employers will have no adequate remedy at lawlaw with respect thereto. Accordingly, such Shareholder agrees that in the Company event of a material breach of any Designated Provision, and its affiliates shall have the right, in addition to any other rights legal or equitable remedy the Employers may have, the Employers shall be entitled to the entry of a preliminary and remedies existing permanent injunction to restrain the violation or breach thereof by the Executive or any affiliates, agents or any other persons acting for or with the Executive in their favor, to enforce their rights any capacity whatsoever. (c) It is the desire and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) intent of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of parties that the provisions of this Section 8 15 shall be enforced to the running 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 Non-Competition Period (but not of such Shareholder's obligations under this Section 8) 15 shall be tolled adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such Shareholder during provision in the continuance particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of any actual breach this Section 15 shall be unenforceable with respect to scope, duration or violationgeographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provided to the Employers, to the fullest extent permitted by applicable law, the benefits intended by this Section 15. (d) As used herein, "Market Area" shall mean Berks, Bucks, Chester, Delaware, Lehigh, ▇▇▇▇▇▇▇▇▇▇ and Philadelphia Counties in the State of Pennsylvania.

Non-Competition. As Each of ▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ (the “Primary Shareholders”) agrees and acknowledges that in order to assure Parent and Merger Sub that the Company will retain its value as a condition precedent going concern, it is necessary that, during the Restricted Period (as defined below), the Primary Shareholders undertake not to HK's obligation utilize their special confidential knowledge of the Company and its relationship with clients or customers to compete with the Parent and Merger Sub. Each of the Primary Shareholders further agrees and acknowledges that, during the Restricted Period, the Company could be irreparably damaged if they were to engage in a business similar to, or competitive with, the Business (as defined below). Therefore, as an inducement for Parent and Merger Sub to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a of the Primary Shareholders hereby agrees, severally and not jointly, that during the period which shall commence at the time of the Effective Time and shall terminate five (5) years after from the Closing Date (the "Non- Competition “Restricted Period"”), such Primary Shareholder shall not, not directly or indirectlyindirectly (including through any Affiliate of such Primary Shareholder): (a) own, either for himself manage, operate, control or for any other personotherwise engage or participate in, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether connected as an officer, director, employeeowner, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchiseeprincipal, creditor, owner salesperson, guarantor, advisor, member of the board of directors of, employee of or otherwise; providedconsultant of any company, business, venture or activity, or any division, group, or other subset of any company, business or venture, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own useengages in, or for the use of any third partyis developing, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) a business that is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated sourcecompetitive with, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of substantive part thereof (each a “Competitor”) within the Business during the one year period immediately preceding the date of such solicitation world; or hire without the prior written consent of the Company and Parent. (db) If at the time of enforcement of this Section 8design, a court holds that the durationdevelop, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.manufacture,

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after Employee hereby agrees that during the Closing Date (the "Non- Competition Restricted Period"), such Shareholder he shall not, for any reason whatsoever, directly or indirectly, either for himself or for on behalf of or in conjunction with any other person, "participate" anywhere in the world in the persons, company, partnership, corporation or business as currently conducted by or as proposed to be conducted by the Company and its Subsidiariesof whatever nature, including but not limited to the designengage, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employeeshareholder, owner, partner, sole proprietorjoint venturer, agentor in a managerial capacity, representativewhether as an employee, independent contractor, consultantconsultant or advisor, franchisoror as a sales representative, franchiseein any business which constructs or sells single-family, creditordetached residential homes in any county in which the Company or its subsidiaries does business (the "Restricted Territory"). (b) For purposes of this SECTION 3.2, owner or otherwisethe Restricted Period shall be a period of one (1) year commencing on January 1, 2001, plus, if this Agreement is extended for any successive one (I) year periods, for that additional period of one (1) year, regardless of whether Employee continues to be employed by the Company during such one-year periods; provided, however, that if Employee's employment is terminated pursuant to SECTION 4.3, the term "participate" Restricted Period shall not include ownership end on Employee's last day of less than 5% employment. (c) The provisions of SECTION 3.2 (a) notwithstanding, neither this Agreement nor any of the provisions and recitals contained therein shall prohibit Employee from: (i) acquiring as an investment not more than one (1%) percent of the capital stock of a publicly-held corporation competing business whose stock is traded on a national securities exchange or in over the over-the-counter market so long as the Employee does not consult with or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will is not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained employed by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated sourcecompetitor, which source has no obligation of secrecy to the Company, or (ii) is required to be disclosed by law or government order (but only to the extent so required)engaging, as an officer, director, shareholder, owner, partner, joint venturer, or (iii) is used by such Shareholder in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any other lines of business (but only to the extent so used).which develops real estate for: (cA) During the fivecommercial, industrial, or multi-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent.family uses; or (dB) If at single-family residential use, provided the time of enforcement of this Section 8, a court holds that business does not construct or sell single-family residential homes on the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictionsdeveloped lots. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violation.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For During the Term and for a Twenty-four (24) month period following the date the employment of five Employee by the Company or any of its affiliates has ended (5) years after the Closing Date (the "Non- Competition Period"whether or not such employment is pursuant to this Agreement), such Shareholder shall Employee will not, unless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, directly or indirectly, either for himself own, manage, operate, control, finance or for any other person, "participate" anywhere participate in the world in the business as currently conducted by ownership, management, operation, control or as proposed to financing of, or be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether connected as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner principal or otherwise; provided, otherwise with any business or enterprise engaged within any portion of the United States in the internet telephony business or in any other business in which the Company was engaged at the date of termination of Employee's employment by the Company or at any time for one year after termination of employment with the Company. It is recognized by Employee that the term "participate" shall not include ownership of less than 5% business of the stock of a publiclyCompany and Employee's connection therewith is or will be involved in internet site and internet telephony activity throughout the United States, and that more limited geographical limitations on this non-held corporation whose stock is traded on a national securities exchange or competition covenant and the non- solicitation covenant set forth in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereofSection 6 hereof are therefore not appropriate. (b) During The foregoing restrictions shall not be construed to prohibit the Non-Competition Periodownership by Employee of not more than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, provided that such Shareholder will not divulge ownership represents a passive investment and that neither Employee nor any group of persons including Employee in any way, either directly or appropriate for indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his own userights as a security owner, or for the use of seeks to do any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used)foregoing. (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of that Employee is terminated Without Cause by the Company pursuant to Section 8.4 and Employee desires to be engaged by a breach or company (the "Prospective Employer") in violation by such Shareholder of any of the provisions covenants set forth in Section 5(a) above, Employee may request a waiver of this Section 8 the running of the Non-Competition Period (but not of 5(a) and Section 5(b) above and such Shareholder's obligations under this Section 8) waiver shall be tolled with respect to such Shareholder during granted by the continuance of any actual breach or violation.Company. Cirilium Holdings, Inc. EEA 6

Non-Competition. As a condition precedent to HK's obligation to enter into For good and perform its obligations under valuable consideration, the Merger AgreementVendor covenants with the Purchaser that it will not, each Shareholder agrees that: (a) For without the Purchaser’s prior written consent, for a period of five seven (57) years after from the Closing Date (the "Non- Competition Period"), such Shareholder shall notDate, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprisecapacity whatsoever including, whether as an officeremployer, directormandatory, employeeprincipal, agent, joint venturer, partner, sole proprietor, agent, representativeshareholder or other security holder, independent contractor, consultantlicensor, licensee, franchisor, franchisee, creditordistributor, owner consultant, adviser, supplier, trustee or otherwise; providedby and through any Subsidiary or other Person or otherwise in connection with any Person carry on or be engaged in, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange provide any assistance to or have any financial or other interest in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder otherwise involved in any other lines of endeavour, activity or business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of all or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension part of the Non-Competition Period by Compete Territory that is engaged in any Competing Activities; provided, however, that nothing in this Agreement shall restrict the Vendor’s right to, directly or indirectly: 6.16.1.1 own an equity interest in the Purchaser or have commercial dealings with the Purchaser and its Affiliates or other dealings in connection with the transactions contemplated hereby; or 6.16.1.2 own or acquire any equity interest in any corporation engaged in Competing Activities whose shares are listed on a period equal to recognized stock exchange, so long as (ix) the length number of shares held by the Vendor in such corporation does not exceed five percent (5%) of the violation outstanding shares of any class of such corporation and (y) the Vendor has no participation in the management or direction of such corporation; or 6.16.1.3 own, acquire or merge with any Person, provided that immediately prior to the time of acquisition or merger the portion of revenues of such Person and its Subsidiaries on a consolidated basis or of such business for the last fiscal year ending prior to the time of such acquisition or merger that is attributable to Competing Activities that would otherwise violate this Section 8 plus 6.16 amounts to no more than three hundred seventy-five million dollars (ii$375,000,000) for such fiscal year. For the length avoidance of any court proceedings necessary to stop such violation). In doubt, nothing in this Section 6.16.1 shall restrict activities on the event part of a breach or violation by such Shareholder of any shareholder of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationVendor.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a period of five (5) years after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, The Employee undertakes that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which unless he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without receives the prior written consent of the Company and Parent. (d) If at Company, during the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any entire term of the provisions existence of this Section 8, money damages would be inadequate the employer-employee relationship between him and the Company and for a period of 24 months thereafter, for any reason whatsoever, he will not work for nor take part in the position of R&D Director or in a like position, directly or indirectly, in any business, whether incorporated or unincorporated, that competes with the Company or its affiliates would business, all within the area of the State of Israel. In addition the Employee undertakes that for a period of 24 months after the date of expiration of his employment with the Company, not to turn to or have no adequate remedy at law. Accordinglyany business connection whatsoever with any person or entity who, such Shareholder agrees that on the date of the termination of the Employee’s employment, were customers and/or suppliers of the Company, or were in negotiations with the Company in connection with the carrying out of any business with it and/or the Company’s employees and/or contractors and/or advisors, all this with the object of carrying out, directly or indirectly, any act which could interfere with the relationship between the Company and its affiliates shall have any of the right, parties mentioned above. For the avoidance of any doubt the Employee’s undertaking for non-competition contained in this clause is in addition to any other rights the Employee’s undertaking to keep confidentiality mentioned in clause 14 above, and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) the amount of the provisions of Section 8 (includingEmployee’s Salary has, without limitationinter alia, been set on reliance on this undertaking and constitutes appropriate consideration for such undertaking. For the extension of the Non-Competition Period by a period equal to (i) the length of the violation purpose of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach clause 15 – “directly or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach indirectly” includes engaging as an independent owner, shareholder, partner, manager, agent, employee, clerk or violationadvisor.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For a During the period of five (5) years after the commencing on Closing Date and ending on the three (3) year anniversary thereof, the "Non- Competition Period")Company and its Subsidiaries (for the avoidance of doubt, such Shareholder other than the Group Companies) hereby agree that it shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, either for himself engage in, own or for manage any other person, "participate" Restricted Business (as defined below) anywhere in the world world; provided, however, nothing herein shall prohibit, limit or restrict the Company or any of its Subsidiaries (for the avoidance of doubt, other than the Group Companies) from (i) being a passive owner of not more than five percent (5%) of the outstanding stock of any Person which stock is publicly traded, (ii)(x) the purchase or acquisition of a Person or business that directly derives from a Restricted Business less than twenty percent (20%) of its total annual gross revenues (measured for the fiscal year of such purchased or acquired Person or business ended immediately prior to the date of the definitive agreement with respect to such purchase or acquisition) and (y) thereafter engaging in, owning or managing any such Person or Business referred to in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited immediately preceding clause (x). Notwithstanding anything to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of contrary in this Agreement, (A) in the term "participate" includes event that (A) all or substantially all of the businesses or operations of the Company or any direct of its Subsidiaries (for the avoidance of doubt, other than the Group Companies) are transferred to any third party after the date hereof, (2) control of the Company or indirect interest a Subsidiary of the Company (for the avoidance of doubt, other than a Group Company) is transferred to any third party after the date hereof, or (3) the Company or its Subsidiaries (for the avoidance of doubt, other than the Group Companies) are acquired by a third party, in any enterpriseeach case, whether as an officera result of a bona fide arms’ length transaction or series of transactions and the third party acquirer or transferee, directoras applicable, employeedirectly or indirectly engages in, partnerowns or manages a Restricted Business, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwisethe prohibitions in this Section 5.20(a) shall not apply to such acquiring entity; provided, that the term "participate" Company shall not include ownership of less than 5% of use its commercially reasonable efforts to comply with the stock of a publicly-held corporation whose stock is traded on a national securities exchange or provisions in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves this Section 5.20(a) as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent operations of the Company and Parent. (d) If at the time of enforcement of this Section 8its Subsidiaries following such transfer or acquisition, a court holds as applicable; provided, further, that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, Company shall provide written notice to Buyer regarding the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach occurrence of any of the provisions events described in clauses (1) through (3) promptly, but no more than five (5) Business Days after the consummation of this Section 8such transaction, money damages would be inadequate and (B) for the avoidance of doubt, neither the performance by the Company and or any of its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder Subsidiaries of any of their respective obligations under any Transaction Document nor the provisions activities of this Section 8 the running any distributor, agent, service provider or other third party channel partner of the Non-Competition Period Company or any of its Subsidiaries that is not itself an Affiliate of the Company (but not of other than such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during activities taken at the continuance of any actual breach or violation.direction of

Non-Competition. As a condition precedent Seller agrees that it shall not, on its own behalf or on behalf of any other Person, and shall cause its controlled Affiliates to HK's obligation to enter into not, at any time during the period commencing on the Closing Date and perform its obligations under ending on the Merger Agreement, each Shareholder agrees that: date that is eighteen (a18) For a period of five (5) years months after the Closing Date (the "Non- Competition Period"), such Shareholder shall notDate, directly or indirectly, either for himself or for engage in any other person, "participate" anywhere Restricted Business in the world in the business as currently conducted by or as proposed to be conducted by the Company and its SubsidiariesRestricted Area, including but not limited by owning, managing, operating or controlling any Person engaged in any business that is the same as, similar to, or the functional equivalent of, and, in each case, competitive with, the Restricted Business, or providing services as a consultant or independent contractor to, any Person engaged in any business that is the same as, similar to or the designfunctional equivalent of, manufactureand, marketingin each case, distributioncompetitive with, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Restricted Business"), in all cases within the Restricted Area. For the purposes of this Agreementprovision, “engaging in any business that is the term "participate" same as, similar to or the functional equivalent of, and, in each case, competitive with the Restricted Business” includes any direct acts of preparing to form a competitive business, such as soliciting potential customers for future work, securing financing, raising capital investment, hiring employees, purchasing equipment, purchasing or indirect interest in leasing office space, and any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. related preparations. (b) During the Non-Competition PeriodSeller acknowledges and agrees that, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement purposes of this Section 86.6, a court holds that indirect acts by Seller shall include an act by any Person directly or indirectly controlled by Seller. For the durationavoidance of doubt, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach a transaction that results in the equity or assets of Seller being directly or indirectly acquired by a Third Person (such Third Person, a “Seller Acquiror”), this Section 6.6 shall not restrict such Seller Acquiror or any of its Affiliates (other than Seller) from engaging in any Restricted Business so long as such Seller Acquiror does not conduct Restricted Business in the provisions of this Section 8, money damages would be inadequate and Restricted Area through Seller or otherwise cause Seller to engage in the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, Restricted Business in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions violation of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i6.6(a) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationabove.

Non-Competition. As a condition precedent to HK's obligation to enter into Following the Closing Date and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) For for a period of five (5) years after the Closing Date thereafter (the "Non- Non-Competition Period"), such Shareholder the Sellers shall not, directly or indirectly: (a) engage in any business or activity that competes with the Business, either for himself or for any other person, "participate" anywhere in the world United States or Canada; (b) enter the employ of any person or entity engaged in any business or activity that competes with the business as currently conducted by Business or as proposed render any consulting or other services to be conducted by any person or entity for use in or with the Company and its Subsidiaries, including but not limited to effect of competing with the design, manufacture, marketing, distribution, licensing and sale of children's and teen's Business; or (i.e. ages 0-21c) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect have an interest in any enterprisebusiness or activity that competes with the Business, whether in any capacity, including, without limitation, as an investor, partner, stockholder, officer, director, employee, partner, sole proprietorprincipal, agent, representativeemployee, independent contractor, consultant, franchisor, franchisee, or creditor, owner or otherwise; provided, however, that nothing herein shall prevent the term "participate" shall not include purchase or ownership by the Sellers of less than 53% of the stock outstanding equity securities of any class of securities of a publicly-held corporation whose stock is traded on a national securities exchange or company registered under Section 12 of the Securities and Exchange Act of 1934, as amended. Notwithstanding anything to the contrary contained in the over-the-counter market this Section 8, his Employment Agreement or the continued participation by the Shareholder on the Board of Directors of any company in which he serves Confidentiality, Inventions and Non-Compete Agreement dated as of the date hereof. of his Employment Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (b"▇▇▇▇▇▇▇▇▇") During the Non-Competition Periodmay, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which upon (i) is or becomes part termination of employment by the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the CompanyCompany without Cause (as defined in his Employment Agreement), (ii) is required to be disclosed resignation by law or government order ▇▇▇▇▇▇▇▇▇ for Good Reason (but only to the extent so requiredas -38- defined in his Employment Agreement), or (iii) expiration of the Employment Term (as defined in his Employment Agreement), be employed by (A) a consulting company so long as such consulting company is used by such Shareholder not engaged, and does not become engaged, in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of (B) a company in the film distribution, production or exhibition business so long as such company is not engaged, and does not become engaged, in the Business during (other than the one year period immediately preceding research, development or production of proprietary back office transaction software for both distributors or exhibitors of filmed and digital entertainment for its own use or for the date use of such solicitation company's subsidiaries or hire without affiliates); provided, that, prior to commencing employment with any such company, ▇▇▇▇▇▇▇▇▇ shall deliver written notice to such company, with a copy to the prior written consent Company, of his obligations hereunder and under the Company terms of his Confidentiality, Inventions and Parent. (d) If at Noncompete Agreement. Notwithstanding anything to the time of enforcement of contrary contained in this Section 8Agreement or any Employment Agreement or Confidentiality, Inventions and Noncompete Agreement to which a court holds that the durationSeller is a party, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 8, money damages would be inadequate 8.1 and the Company and any non-compete covenant in favor of Buyer or its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, contained in addition to any other rights document(s) to which such Seller is a party, shall terminate and remedies existing be of no further force and effect in their favorthe event that Buyer is in default, and fails to enforce their rights and cure such Shareholder's obligations default within thirty (30) days prior written notice from the applicable Seller, under this Section 10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) any obligations under the length of the violation of this Section 8 plus Note or Pledge Agreement securing such Note, (ii) any payment obligation under this Agreement, or (iii) any obligation of Buyer to issue, deliver and/or permit the length sale of any court proceedings necessary shares of Class A Common Stock issued pursuant to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions terms of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any actual breach or violationAgreement.