Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. (a) Executive shall not at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during During the Executive’s employment with Holdings and for a period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with years thereafter (the Company ("“Non-Solicitation Period"”), without the Executive shall not, except with prior written consent approval of the CompanyBoard, directly or indirectly, individually or as part of or on behalf of himself or any other person, company, employer or other entity: (a) (i) persuade or attempt to persuade any existing customer or agent with which the Company has a contract (“Contracted Customer”) to cease doing business constituting the Prohibited Business with the Company or any of its subsidiaries, or to reduce the amount of business constituting the Prohibited Business any customer or agent does with the Company or any of its subsidiaries, or (ii) solicit for employment himself or employ any entity any business constituting the Prohibited Business of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees a Contracted Customer of the Company when such employment results from general solicitations for employment.or any of its subsidiaries or solicit any business constituting the Prohibited Business which was a Contracted Customer of the Company or with which the Executive is aware (or is made aware prior to the Termination Date) that the Company is in direct discussions as a prospective Contracted Customer of the Company (or any of their subsidiaries) within twelve (12) months prior to the Termination Date; or (b) Executive shall not hire, attempt to recruit or solicit for hire, or for any purpose whatsoever encourage to end or abandon their employment, reduce or diminish in any way their relationship or breach any agreement, with the Company or any of its subsidiaries, any persons who have been employed by the Company or any of its subsidiaries at any time during within the period of his twelve (12) months prior to such hiring, recruitment or solicitation, other than (i) any such employee whose employment with the Company, Company or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which subsidiaries is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame terminated by the Company or disparage any of its business capabilitiessubsidiaries, productsor (ii) any such employee who voluntarily terminates his or her employment with the Company or any of its subsidiaries, plans so long as the Executive did not induce or management encourage such employee so to voluntarily terminate his or her employment. The parties acknowledge that the restrictions contained in this Sections 10(b) will not apply to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill general advertisements or business of the Companysolicitations for employees. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. During the Employment Period and during the two year period immediately following termination of the Employment Period (a) the “Restricted Period”), Executive shall not not, directly or indirectly: (A) hire, solicit for hiring or assist in any way in the hiring of any employee or independent contractor of the Company or any of its Affiliates, or induce or otherwise attempt to influence any employee or independent contractor to terminate or diminish such employment or contractor relationship or to become employed by any other radio broadcasting station or any other entity engaged in the radio business, the television business or in any other business in which the Company or any of its Affiliates is engaged (which, for the avoidance of doubt, includes without limitation the business of providing clients with advertising opportunities through billboards, street furniture displays, transit displays and other out-of-home advertising displays, such as wallscapes, spectaculars and mall displays (the “Outdoor Business”)), or (B) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or seek to persuade any such customer or prospective customer to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates. For purposes of this Agreement, an “employee” of the Company or any of its Affiliates is any person who was such at any time within the preceding two years; a “customer” of the Company or any of its Affiliates is any person or entity who is or has been a customer at any time within the preceding two years; and a “prospective customer” is any person or entity whose business has been solicited on behalf of the Company or any of its Affiliates at any time within the preceding two years, other than by form letter, blanket mailing or published advertisement. Notwithstanding this provision, during the period Restricted Period, Executive will not be prohibited from hiring or soliciting his current assistant to work for him following his termination of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive recognizes that the business of the Company and the Bank is highly competitive, and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one year following the Expiration Date of Executive’s employment under this Agreement or earlier termination of such employment, Executive shall not at not, directly or indirectly, individually or together with any time other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the period of his employment with the Company, or during the one (1) one-year period immediately following his prior to the Expiration Date or Termination Date of Employment Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company ("Nonor the Bank during the one-Solicitation Period")year period prior to the Expiration Date or Termination Date of Executive’s employment, without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment to terminate, reduce, limit or employ change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to influence any officer of the current officers Company or employees of the CompanyBank to terminate his or her employment with the Company or the Bank; provided, however, that nothing contained herein in this Section or any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with the Company and/or the Bank shall have expired or Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from hiring employees (a) entering into discussions or negotiations with any customers or active prospective customers of the Company when such employment results from general solicitations for employment. or the Bank referred to in subparagraph (i) above regarding their entering into business or customer relationships or opening accounts with the New Employer, or (b) Executive shall not at engaging in discussions or negotiations with any time during officers of the period of his Company or the Bank referred to in subparagraph (iii) above regarding their accepting employment with the CompanyNew Employer, if in each such case such discussions and negotiations are not the result, directly or during indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the Non-Solicitation Periodresult, without the prior written consent of the Companydirectly or indirectly, solicit for his own use, or for the use of any company one or person more such actions taken by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its such customers or the terms such officers with Executive in his capacity as an employee of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicNew Employer. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during Without limiting the generality of the foregoing, Employee agrees that for a period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")Applicable Date, he will not, without the prior written consent of the Company, on behalf of himself directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any other personbusiness from any person or entity that the Company called upon, solicit for employment solicited, or employ any conducted business with as of the current officers or employees effective date of the Company; providedtermination, however, any persons or entities that nothing contained herein shall prohibit Executive from hiring employees have been customers of the Company when such employment results from general solicitations for employment. (b) Executive shall not at or recruit or hire any time during the period of his employment with the Company, person who has been or during the Non-Solicitation Period, without the prior written consent is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for his own use, or with Employee for a period of one-year following the use date of any company or person by whom he is employed, or for whom he may be acting, any termination of this Agreement. In the event of the current customers violation of the Companythis Section 10, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would will be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shallentitled to, in addition to any rights and other remedies available under this Agreement, at provided by law or otherwiseequity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be entitled extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to any injunction to be issued by any court protect the interests of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c)the Company, and Executive hereby consent to that the issuance of such injunction. (e) For purposes of this Section 5 and restrictions contained herein are reasonable in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion light of the consideration for and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. (a) Executive shall not at any time Employee agrees and acknowledges that Employee's services hereunder are of a special, unique, extraordinary character, that Employee's employment with the Company places Employee in a position of confidence and trust and that Employee's services hereunder necessarily will require the disclosure to Employee of Confidential Information of the Company. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that Employee make the covenants contained herein and that Company is relying upon and is induced by the agreements made by Employee in this paragraph. Accordingly, Employee agrees that during the term of this Agreement and for a two (2) year period thereafter, Employee shall not, except on behalf of his the Company, directly or indirectly, and regardless of the reason for the cessation of Employee's employment (i) attempt in any manner to persuade any third party to cease to do business, or to reduce the amount of business which any such party customarily has done or contemplates doing, with the Company, whether or not the relationship between the Company and such third party was originally established in whole or in part through Employee's efforts; or (ii) on Employee's own behalf or otherwise, hire, solicit, seek to hire, or offer employment to any person who is, during any such time period, an employee of or independent contractor with the Company, or during in any other manner attempt, directly or indirectly, to influence, induce or encourage any such person to leave the one (1) year period immediately following his Termination employ of, or terminate or diminish such person's business relationship with, the Company. As used in this paragraph, the verb 'employ' shall include its variations, for example, retain or engage; and the "Company" shall include Jenkon International, Inc. and each of Employment with the Company ("Non-Solicitation Period"), without the prior written consent its direct or indirect subsidiaries. The covenants of Employee set forth in this Section 6 are made in consideration of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge payments made to any other person any information or fact relating Employee pursuant to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwisethe receipt, be entitled to any injunction to be issued adequacy and sufficiency of which are acknowledged by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c)Employee, and Executive hereby consent such covenants have been made by Employee to induce the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for Company to enter into this Agreement.

Non-Solicitation. (a) During the Employment Period and for one year thereafter (the “Restricted Period”), Executive shall not at directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any time during employee of the period Company to leave the employ of his employment the Company, or in any way interfere with the relationship between the Company and any employee thereof; or (ii) induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, or during in any way interfere with the one (1) year period immediately following his Termination relationship between any such customer, supplier, licensee or business relation of Employment with the Company ("Non-Solicitation Period")including, without the prior written consent of limitation, making any negative or disparaging statements or communications regarding the Company). The Company covenants that it will not, on behalf and it will advise members of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees senior management of the Company when such employment results from general solicitations for employmentand the Board not to, make any negative or disparaging statements or communications regarding Executive. (b) Executive If, at the time of enforcement of this Section 8, a court shall not at any time during hold that the period of his employment with duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Companyparties agree that the maximum duration, scope or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or area reasonable under such circumstances shall be substituted for the use stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 8 are reasonable and that he has reviewed the provisions of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicthis Agreement with his legal counsel. (c) Executive shall notacknowledges that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 8, during the Non-Solicitation PeriodCompany would suffer irreparable harm, and, in any way defame addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or disparage its business capabilities, products, plans other equitable relief from a court of competent jurisdiction in order to enforce or management to prevent any customer, potential customer, vendor, supplier, contractor, subcontractor violations of the Company so as to affect adversely provisions hereof (without posting a bond or other security). In addition, in the goodwill or business event of the Company. (d) Executive covenants and agrees that a breach or violation by Executive of these subparagraphs Section 8 (a), (b) the Restricted Period shall be automatically extended by the amount of time between the initial occurrence of the breach or (c) would immediately violation and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of when such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreementduly cured.

Non-Solicitation. (a) During the Employment Period and for two years thereafter (the “Restricted Period”), Executive shall not at directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any time during employee of the period Company to leave the employ of his employment the Company, or in any way interfere with the relationship between the Company and any employee thereof; or (ii) induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, or during in any way interfere with the one (1) year period immediately following his Termination relationship between any such customer, supplier, licensee or business relation of Employment with the Company ("Non-Solicitation Period")including, without the prior written consent of limitation, making any negative or disparaging statements or communications regarding the Company). The Company covenants that it will not, on behalf and it will advise members of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees senior management of the Company when such employment results from general solicitations for employmentand the Board not to, make any negative or disparaging statements or communications regarding Executive. (b) Executive If, at the time of enforcement of this Section 8, a court shall not at any time during hold that the period of his employment with duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Companyparties agree that the maximum duration, scope or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or area reasonable under such circumstances shall be substituted for the use stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 8 are reasonable and that he has reviewed the provisions of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicthis Agreement with his legal counsel. (c) Executive shall notacknowledges that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 8, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilitieswould suffer irreparable harm, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shalland, in addition and supplementary to any other rights and remedies available under this Agreementexisting in its favor, at law or otherwise, the Company shall be entitled to any injunction to be issued by any specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction enjoining and restraining in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive from committing any violation of these subparagraphs (aSection 8(a), (b) the Restricted Period shall be automatically extended by the amount of time between the initial occurrence of the breach or (c), violation and Executive hereby consent to the issuance of when such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement breach or violation has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreementduly cured.

Non-Solicitation. (a) Executive shall not at any time during the For a period of his employment with two years from the CompanyDistribution Date, or during neither SNI nor any other member of the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")SNI Group shall, without the prior written consent approval of the CompanyEWS, on behalf of himself directly or any other personindirectly, solicit for employment any employees of any EWS Service Provider who are engaged in or employ were engaged in providing Services during the term of this Agreement, to terminate their relationship with any of the current officers EWS Service Providers. The foregoing shall not apply to any solicitation of any employee or employees employment of any employee of any EWS Service Provider who (i) initially contacted any member of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees SNI Group or their representatives on his or her own initiative without any solicitation by any member of the Company when SNI Group or their representatives, (ii) responded to a solicitation directed at the public in general through advertisement or similar means not targeted specifically at such employee or the business of the EWS Service Provider or (iii) was referred to any member of the SNI Group or their representatives, as applicable, by search firms, employment results from general solicitations for employmentagencies or other similar entities provided that such entities have not been specifically instructed by any member of the SNI Group or their representatives to solicit such employee. (b) Executive shall not at any time during the For a period of his employment with two years from the CompanyDistribution Date, or during neither EWS nor any other member of the Non-Solicitation PeriodEWS Group shall, without the prior written consent approval of the CompanySNI, directly or indirectly, solicit for his own use, or for the use any employees of any company SNI Service Provider who are engaged in or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, were engaged in providing Services during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration term of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion to terminate their relationship with any of the consideration for this AgreementSNI Service Providers. The foregoing shall not apply to any solicitation of any employee or employment of any employee of any SNI Service Provider who (i) initially contacted any member of the EWS Group or their representatives on his or her own initiative without any solicitation by any member of the EWS Group or their representatives, (ii) responded to a solicitation directed at the public in general through advertisement or similar means not targeted specifically at such employee or the business of the SNI Service Provider or (iii) was referred to any member of the EWS Group or their representatives, as applicable, by search firms, employment agencies or other similar entities provided that such entities have not been specifically instructed by any member of the EWS Group or their representatives to solicit such employee.

Non-Solicitation. (a) Executive shall not at any time during During the Executive’s employment with Holdings and for a period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with years thereafter (the Company ("“Non-Solicitation Period"”), without the Executive shall not, except with prior written consent approval of the CompanyCEO, directly or indirectly, individually or as part of or on behalf of himself or any other person, company, employer or other entity: (a) (i) persuade or attempt to persuade any existing customer or agent with which the Company has a contract (“Contracted Customer”) to cease doing business constituting the Prohibited Business with the Company or any of its subsidiaries, or to reduce the amount of business constituting the Prohibited Business any customer or agent does with the Company or any of its subsidiaries, or (ii) solicit for employment himself or employ any entity any business constituting the Prohibited Business of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees a Contracted Customer of the Company when such employment results from general solicitations for employment.or any of its subsidiaries or solicit any business constituting the Prohibited Business which was a Contracted Customer of the Company or with which the Executive is aware (or is made aware prior to the Termination Date) that the Company is in direct discussions as a prospective Contracted Customer of the Company (or any of their subsidiaries) within twelve (12) months prior to the Termination Date; or (b) Executive shall not hire, attempt to recruit or solicit for hire, or for any purpose whatsoever encourage to end or abandon their employment, reduce or diminish in any way their relationship or breach any agreement, with the Company or any of its subsidiaries, any persons who have been employed by the Company or any of its subsidiaries at any time during within the period of his twelve (12) months prior to such hiring, recruitment or solicitation, other than (i) any such employee whose employment with the Company, Company or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which subsidiaries is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame terminated by the Company or disparage any of its business capabilitiessubsidiaries, productsor (ii) any such employee who voluntarily terminates his or her employment with the Company or any of its subsidiaries, plans so long as the Executive did not induce or management encourage such employee so to voluntarily terminate his or her employment. The parties acknowledge that the restrictions contained in this Sections 10(b) will not apply to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill general advertisements or business of the Companysolicitations for employees. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during Employee acknowledges that in the period course of his Employee’s employment with the Company and its Affiliates, Employee has and will become familiar with the Company’s and its Affiliates’ Trade Secrets and with other Confidential Information concerning the Company and its Affiliates and that Employee’s services will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, and in further consideration of the compensation and benefits to be provided to Employee in connection with Employee’s employment with the Company, or Employee agrees that during the one (1) year period immediately following his Termination of Employment Employee’s employment with the Company or any Affiliate and for a period of 12 months after the termination of Employee’s employment with the Company or any Affiliate ("Non-Solicitation the “Restricted Period"”), without the prior written consent regardless of the Companyreason for the termination of Employee’s employment and whether such termination is at the initiative of Employee or the Company (or any applicable Affiliate), on behalf Employee shall not, directly or indirectly, (a) (i) solicit, entice, encourage or induce any person who is then, or was during the then prior 12-month period, an employee, consultant, agent, representative, or other service provider of himself the Company or its Affiliates (“Protected Party”), to resign or terminate employment or other engagement with the Company or its Affiliates, or become an employee, consultant, agent, representative, or other service provider of any other person, solicit firm or corporation that provides the same or similar products or services (or otherwise competes with the Company or its Affiliates) within any geographic location in which the Company or its Affiliates is doing business or preparing to do business, including any other location in which the Company or its Affiliates conduct or prepares to conduct business during Employee’s employment (the “Restricted Territory”), or (ii) approach any such Protected Party for employment such purpose or employ authorize or knowingly approve the taking of such actions by any of other person, firm or corporation or assist any such person, firm or corporation in taking such action; or (b) solicit, entice, encourage or induce any person or entity who is then, or was during the current officers then prior 12-month period, a customer or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees client of the Company when such employment results from general solicitations or its Affiliates, or a party with whom the Company or its Affiliates have contracted for employment. (b) Executive shall not at any time during services within the period of his employment Restricted Territory to terminate, modify, or fail to renew their relationship or contractual arrangement with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, otherwise divert or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge attempt to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame divert from the Company or disparage its Affiliates any business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as or its Affiliates enjoyed, solicited, or attempted to affect adversely the goodwill solicit from its customers during or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm prior to Employee’s employment with the Company and that a remedy at law would be inadequate to compensate the Company for or its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionAffiliates. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. The Executive covenants that the Executive will not (a) Executive shall not at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his Restricted Period, directly or indirectly, either individually or in partnership, jointly or in conjunction with any other person, firm, association, syndicate, company or corporation, whether as agent, shareholder, employee, consultant, or in any manner whatsoever: (1) solicit or entice away, or attempt to solicit or entice away from the Company, employ, or otherwise engage (as an employee, independent contractor, or otherwise) any person whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the CompanyCompany (in connection with such employment), and who is employed by the Company or engaged as a contractor or consultant by the Company as of the date of solicitation or who was so employed or engaged within the twelve (12) month period preceding such date; or (2) for any purpose competitive with the Business, canvass, solicit or approach for orders, or cause to be canvassed or solicited or approached for orders, any person or entity whom the Executive had contact with or received Confidential Information about during the Non-Solicitation PeriodExecutive’s employment with the Company (in connection with such employment), without and who is or which is a customer, client, supplier or licensee of the prior written consent Company as of the date of solicitation or within the twelve (12) month period preceding such date; or (3) induce or attempt to induce any customer, client, supplier or licensee of the Company whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), to cease doing business with the Company; or (4) at any time following the date the Executive ceases to be an employee of the Company, solicit for his own use, disparage or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of denigrate the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (cits Affiliates or their respective businesses, officers or employees. Nothing contained in this Section 8.6(4) Executive shall not, during the Non-Solicitation Period, in any way defame restrict the Company Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or disparage its business capabilities, products, plans or management to from complying with any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at applicable law or otherwise, be entitled to any injunction to be issued by any regulation or a valid order of a court of competent jurisdiction enjoining and restraining or an authorized government agency, including discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Executive from committing any violation of these subparagraphs (a)has reason to believe is unlawful, (b) provided that such compliance does not exceed that required by the law, regulation, or (c), and Executive hereby consent to the issuance of such injunctionorder. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. I agree that while I am employed by the Company and (a) Executive shall not at any time during in the event I terminate my employment without Good Reason (as defined below) or the Company terminates my employment for Cause (as defined below) (either event, a “Fault Event”), for a period of his two years immediately following any such termination of my employment with the Company, or during (b) in the one (1) year period immediately following his Termination event of Employment a termination or expiration of my employment with the Company ("Non-Solicitation Period")for any other reason, without for a period of one year immediately following the prior written consent termination or expiration of my employment with the Company, I shall not directly or indirectly, either on behalf of himself myself or any other personperson or entity, solicit for (i) intentionally solicit, induce, recruit or encourage any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company to leave his, her or its employment or employ engagement with the Company, or attempt to solicit, recruit, or take away any such employees or independent contractors (or induce or encourage any such employee or independent contractor to terminate its employment or engagement with the Company); provided that after termination or expiration of my employment, this provision shall only apply to those employees or independent contractors of the Company who (A) are current officers employees or employees independent contracts of the Company and (B) were such at any time within 12 months prior to the date of such termination or expiration, (ii) intentionally interfere in any manner with the contractual or employment relationship between the Company and any employee, independent contractor, Customer (as defined below) or supplier of the Company or cause any such employee, independent contractor, Customer or supplier to cease employment with, cease doing business with or reduce the amount of business it does with the Company; providedprovided that after termination or expiration of my employment, howeverthis provision shall apply only to the employees, that nothing contained herein shall prohibit Executive from hiring employees independent contractors, Customers or suppliers of the Company when who (A) are current employees, independent contractors, Customers or suppliers of the Company and (B) were such employment results from general solicitations for at any time within 12 months prior to such termination or expiration, (iii) after termination or expiration of my employment. (b) Executive shall not , hire or otherwise employ any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company or who has provided services to or on behalf of the Company at any time during the period prior three month period, or (iv) whether as a direct solicitor or provider of his such services or products, or in a management or supervisory capacity over others who solicit or provide such services or products, intentionally solicit or provide services or products that fall within the definition of Restricted Business to any Customer of the Company; provided that after the expiration or termination of my employment, this provision shall only apply to those customers of the Company who are current Customers and were Customers at any time within 12 months prior to the termination or expiration of my employment with the Company. “Customer” shall mean those persons or affiliates to which the Company has rendered services or provided products within the last three months that fall within the definition of Restricted Business (including, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use avoidance of any company or person by whom he is employeddoubt, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts commercial clients of the Company which has heretofore or which may hereafter come that provide vehicles to the knowledge of Executive which is not freely available to Company in connection with the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of services provided by the Company. (d) Executive covenants ). The terms “Cause” and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm “Good Reason” shall have the Company and that a remedy at law would be inadequate respective meanings signed to compensate each such term in the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Employment Agreement.

Non-Solicitation. While employed and for the one-year period starting on the date of Termination of Employment, any Participant who has received an Award under the Plan shall not, directly or indirectly: (ai) Executive shall not other than in connection with the good-faith performance of his or her normal duties and responsibilities as an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any Subsidiary to terminate his or her relationship with the Company or any Subsidiary; (ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing; (iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of the Company or its Subsidiaries that would interfere with the relationship between the Company or its Subsidiaries and the employee or agent; or (iv) interfere with the relationship of the Company or its Subsidiaries with, or endeavor to entice away from the Company or its Subsidiaries, any Person who or which at any time during since the period of his employment with the CompanyParticipant's hire date was or is a material customer or material supplier of, or during the one (1) year period immediately following his Termination of Employment with maintained a material business relationship with, the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ its Subsidiaries. If a Participant violates any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained forprovisions set forth above, and constitutes a substantial portion to the extent permitted by applicable law, the Board or the Committee may, to the extent permitted by applicable law, (i) cancel or cause to be cancelled any or all of the consideration for this AgreementParticipant's outstanding Awards granted after May 19, 2009; (ii) recover or cause to be recovered any or all Proceeds resulting from any sale or other disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or exercise, as the case may be, of any Award granted after May 19, 2009, if the sale or disposition was effected on or after the date that is one year prior to the date on which the Participant first violated any such non-solicitation provisions; and/or (iii) recover or cause to be recovered any cash paid or shares of Stock issued to the Participant in connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, if the vesting, settlement, or exercise occurred on or after the date that is one year prior to the date on which the Participant first violated any such the non-solicitation provisions.

Non-Solicitation. During the Transition Period and for six (a6) Executive months thereafter, you shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor, or in any other capacity whatsoever: (i) recruit, solicit, or hire any employee, consultant, agent, director or officer of the Company or contact, recruit, solicit or induce, or attempt to contact, recruit, solicit or induce, any employee, consultant, agent, director or officer of the Company to terminate his/her employment with, or otherwise adversely change, reduce, or cease any relationship with, the Company; or (ii) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of the Company, or any of the Company’s business with such clients, customers or accounts, except as agreed upon in writing signed by a duly authorized officer of the Company. If any restriction set forth in this paragraph is found by any court to be unenforceable because it is overbroad in any manner, such restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area which the court finds to be enforceable. You acknowledge that the restrictions contained in this paragraph are necessary for the protection of the business and goodwill of the Company and are considered by you to be reasonable for such purpose. You acknowledge that the restrictions contained in this paragraph extend to and expressly prohibit conduct via social media that would violate this paragraph. You further acknowledge that the restrictions set forth in this paragraph do not prevent you from earning a livelihood nor unreasonably impose limitations on your ability to earn a living. As used in this agreement the term “client,” “customer,” or “accounts” shall include: (i) any person or entity that is a client, customer or account of the Company on the date hereof or becomes a client, customer or account of the Company during the covered period; (ii) any person or entity that was a client, customer or account of the Company at any time during the two-year period preceding the date of your termination; and (iii) any prospective client, customer or account to whom the Company has made a presentation (or similar offering of services) within a period of his employment with 180 days preceding the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent date of the Company, on behalf termination of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for your employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time Employee agrees and acknowledges that Employee's services hereunder are of a special, unique, extraordinary character, that Employee's employment with the Company places Employee in a position of confidence and trust and that Employee's services hereunder necessarily will require the disclosure to Employee of Confidential Information of the Company. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that Employee make the covenants contained herein and that Company is relying upon and is induced by the agreements made by Employee in this paragraph. Accordingly, Employee agrees that during the term of this Agreement and for a twelve (12) month period thereafter, Employee shall not, except on behalf of his the Company, directly or indirectly, and regardless of the reason for the cessation of Employee's employment (i) attempt in any manner to persuade any third party to cease to do business, or to reduce the amount of business which any such party customarily has done or contemplates doing, with the Company, whether or not the relationship between the Company and such third party was originally established in whole or in part through Employee's efforts; or (ii) on Employee's own behalf or otherwise, hire, solicit, seek to hire, or offer employment to any person who is, during any such time period, an employee of or independent contractor with the Company, or during in any other manner attempt, directly or indirectly, to influence, induce or encourage any such person to leave the one (1) year period immediately following his Termination employ of, or terminate or diminish such person's business relationship with, the Company. As used in this paragraph, the verb 'employ' shall include its variations, for example, retain or engage; and the "Company" shall include Case Financial, Inc. and each of Employment with the Company ("Non-Solicitation Period"), without the prior written consent its direct or indirect subsidiaries. The covenants of Employee set forth in this Section 6 are made in consideration of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge payments made to any other person any information or fact relating Employee pursuant to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwisethe receipt, be entitled to any injunction to be issued adequacy and sufficiency of which are acknowledged by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c)Employee, and Executive hereby consent such covenants have been made by Employee to induce the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for Company to enter into this Agreement.

Non-Solicitation. (a) Executive shall not at any time during Employee hereby agrees that, for the duration of Employee's employment with the Company and for a period of his two (2) years following the termination of Employee's employment with the Company: (i) Employee will not, directly or indirectly, either for itself or any other person: (A) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (B) in any way interfere with the relationship between the Company and its subsidiaries and any employee of the Company or any of its subsidiaries, (C) employ, or during otherwise engage as an employee, independent contractor or otherwise, any current or former employee of the Company or any of its subsidiaries, other than such former employees who have not worked for the Company or any of its subsidiaries for more than one year or (1D) year period immediately following his Termination induce or attempt to induce any customer, supplier, licensee or business relation of Employment the Company or any of its subsidiaries to cease doing business with the Company ("Non-Solicitation Period")or such subsidiary, without or in any way interfere with the prior written consent relationship between the Company and its subsidiaries and any customer, supplier, licensee or business relation of the CompanyCompany or any of its subsidiaries; and (ii) Employee will not, on behalf of himself directly or indirectly, either for herself or any other person, solicit for employment or employ the business of any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees person known to Employee to be a customer of the Company when or any of its subsidiaries, whether or not Employee had personal contact with such employment results from general solicitations for person, with respect to products or activities which compete in whole or in part with the former, current or currently contemplated products or activities of the Company and its subsidiaries or the products or activities of the Company and its subsidiaries in existence or contemplated at the time of termination of Employee's employment. (b) Executive shall not at In the event of a breach by Employee of any time during covenant set forth in this Section 16, the term of such covenant will be extended by the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason duration of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionbreach. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive shall not at any time with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the period term of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")this Agreement he shall not, without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees General Counsel of the Company; provided, howeverdirectly or indirectly, that nothing contained herein shall prohibit Executive from hiring employees (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company when such or any of its Affiliates or ventures to leave the employment results from general solicitations for employmentof the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate. (b) Executive shall not at The restrictions contained in Section 7(a) are limited to areas or territories within the United States or in any time during foreign country where the period of his employment with the Company, Company or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, an Affiliate engages (or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge has definite plans to any other person any information or fact relating to the management, business (including prospective business), finances, its customers engage) in operations or the terms marketing of any its products or services at the time of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicExecutive’s Separation from Service. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive acknowledges that these restrictive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwisefor which Executive received valuable consideration from the Company as provided in this Agreement, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a)including, (b) or (c), and Executive hereby consent but not limited to the issuance of such injunction. (e) For purposes of this Section 5 Company’s agreement to provide Executive with Confidential Information regarding the Company and in consideration its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration for or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

Non-Solicitation. You acknowledge that, during the Term, you will have access to Confidential Information and trade secrets which, if disclosed, would assist in interference with the Company and its Affiliates, and that you will also generate good will for the Company and its Affiliates. Therefore, you agree that the following restrictions on your activities during and after the termination of your employment are necessary to protect the good will, Confidential Information and trade secrets of the Company and its Affiliates. (i) You agree that during the Restricted Period you will not, directly or through any other Person, hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue his/her employment. (ii) You agree that, during the Restricted Period, you will not disparage or criticize the Company, its Affiliates, their business, their management or their products or services. Nothing in this paragraph shall preclude you from (a) Executive shall not giving truthful testimony under oath in response to a subpoena or other lawful process or in connection with enforcing any rights or defending any claims hereunder or (b) giving truthful answers in response to an order or directive of a governmental agency or regulatory organization. (iii) You agree that during the Restricted Period you will not, directly or through any other Person, solicit or encourage any customer or prospective customer of the Company or any of its Affiliates or any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. (iv) For purpose of your obligations hereunder after your employment terminates, an employee, independent contractor, customer, and/or prospective customer includes only those who are such on the date your employment terminates or at any time during the preceding six (6) months. (v) The term “Restricted Period” means the period of his employment with during which you are employed by the Company, or during Company and the one twenty-four (124) year month period immediately following his Termination termination of Employment with the Company ("Non-Solicitation Period")your employment, without the prior written consent regardless of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employmentreason therefor. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive The Employee shall not, during the Non-Solicitation Compete Period, in either directly or indirectly, and whether for himself or on behalf of any way defame other Person; (i) seek to persuade any employee or consultant of the Company or disparage any of its Affiliates to discontinue or diminish his or her status or employment therewith or seek to persuade any employee, former employee (who was employed by the Company or any of its Affiliates at any time during the 12-month period prior to the termination of the Employee’s employment with the Company), or exclusive consultant of the Company or any of its Affiliates to become employed or to provide consulting or contract services to a business capabilitiescompetitive with the Company or its Affiliates in the Business; (ii) solicit, productsemploy or engage, plans or management cause to be solicited, employed, or engaged, any person who is or was employed by the Company or any of its Affiliates at any time during the 12-month period prior to the termination of the Employee’s employment with the Company; or (iii) solicit, encourage, or induce any contractor, agent, client, customer, potential customer, vendor, supplier, contractor, subcontractor or the like of the Company so as or any of its Affiliates to affect adversely terminate or diminish its/his relationship with, the goodwill Company or business any of its Affiliates, or to refrain from entering into a relationship with the Company or any of its Affiliates, including, without limitation, any prospective contact, contractor, agent, client, customer, or the like of the Company. Company or any of its Affiliates; provided, however, that the foregoing shall not prohibit the Employee from placing any general advertisements for employees so long as such general advertisements are not directed to any employees of the Company or any of its Affiliates (d) Executive covenants and agrees provided that a breach of these subparagraphs (athe Employee may not, during the time periods set forth in this Section 6(c), (b) hire or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate engage any such Person who responds to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (ageneral advertisement), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) During the Term and for the one-year period thereafter, the Executive shall not at any time during not, unless such solicitation is made on behalf of the period Company or one of his its Subsidiaries or such solicitation is made with the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment with or other service of the Company, or during the one any of its Subsidiaries, (1) year period immediately following his Termination of Employment except in connection with the termination of an employee in a manner consistent with Executive’s responsibilities as Executive Vice President of the Company ("Nonand in compliance with the Company’s and its Subsidiaries’ policies) any managerial-Solicitation Period")level employee of, without or independent contractor providing managerial-level services to, the prior written consent Company or its Subsidiaries, where the independent contractor performs a substantial portion of his or her services for the Company, or (ii) solicit for employment (on behalf of himself the Executive or any other person or entity) any former managerial-level employee of or independent contractor providing managerial-level services to the Company, where the independent contractor in the last year of service to the Company has performed a substantial portion of his or her services for the Company, who has left the employment of or discontinued providing services to the Company or any of its Subsidiaries within the then prior one-year period. During the Term and for the one-year period thereafter, the Executive will not, whether for his own account or for the account of any other person, solicit for employment firm, corporation or employ other business organization, intentionally interfere with the Company’s or any of its Subsidiaries’ relationship with, or endeavor to entice away from the current officers Company or employees any of its Subsidiaries, any person who during the Company; providedTerm is or was a tenant, howeverco-investor, that nothing contained herein shall prohibit Executive from hiring employees co-developer, joint venturer or other customer of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicSubsidiaries. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during During the period of his your employment with the CompanyCompany or any of its affiliates, and for a period of months after the cessation of your employment for any reason, whether with or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")without Cause, without the prior written consent of the Companyyou will not, directly or indirectly, on your own behalf or on behalf of himself or any other person, and whether through your own efforts or through the efforts or employing the assistance of any other person (including without limitation any consultant or any person employed by or associated with any person with whom you become employed or associated): a) call on or solicit for employment or employ in any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees manner any customer of the Company when such employment results from general solicitations or any of its affiliates for employment. (b) Executive shall not at any time during the period purpose of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent doing business of the Company, solicit for his own use, or for the use of any company or person type done by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage any of its business capabilities, products, plans or management to any affiliates with such customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) . For purposes of this Agreement, “customer” means any individual, firm, partnership, corporation, or other entity or person (i) currently doing business or who has done business with the Company or any of its affiliates in the 12 months prior to the cessation of your employment, or (ii) any prospective customer that you know to be a prospective customer of the Company or any of its affiliates and with whom the Company or any of its affiliates is in discussion with and reasonably expects to do business; or b) Solicit or otherwise induce any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates. To the extent the terms of this Section 5 17 are less restrictive (from your perspective) than comparable non-solicitation restrictions agreed to by you pursuant to any Option agreement or Restricted Stock agreement dated prior to the date hereof (collectively, the “Prior Agreements”), the terms of this Section 17 shall supersede and replace the comparable non-solicitation provisions in consideration each such Prior Agreement. By accepting and agreeing to the terms of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion you acknowledge that your receipt of the grant of the Award evidenced by this Agreement represents adequate consideration for the undertaking set forth in this AgreementSection 17.

Non-Solicitation. (a) Executive shall During the period commencing on the date hereof and ending on the last day of the twelfth (12th) full calendar month following the Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, Employee hereby covenants that he will not, directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of his Employee's employment with the Company, or during the one (1) year period immediately following his Termination of Employment with any business planned by the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his Employee's employment with the Company or (ii) cease doing business with the Company, and Employee agrees that he will not assist any person or during entity in taking any action described in the Non-Solicitation Periodforegoing clauses (i) and (ii). For purposes of this Section 6, without (A) a "Customer" of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior written consent thereto, shall be or shall have been a customer, distributor or agent of the Company or shall be or shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or agent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business ; and (including prospective business), finances, its customers or the terms of any of the contracts B) a "Supplier" of the Company which has heretofore means any person, corporation, partnership, trust, division, business unit, department or which may hereafter come to agency which, at the knowledge time of Executive which is not freely available to the public. (c) Executive termination or within one year prior thereto, shall not, during the Non-Solicitation Period, in any way defame the Company be or disparage its business capabilities, products, plans or management to any customer, potential customershall have been a supplier, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill manufacturer or business developer for any product or service or significant component used in any product or service of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) During the period commencing on the date hereof and ending on the last day of the twenty-fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or (cwithout Cause) would immediately and irreparably harm and/or voluntary termination, the Employee will not, directly or indirectly, induce other employees of the Company and that a remedy at law would be inadequate to compensate terminate their employment with the Company for its losses by reason of such breach and therefore that the Company shall, or engage in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionCompeting Business. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. Employee agrees that for purposes hereof, if this Agreement is terminated pursuant to Section 4(a)(ii) (aby the Company for Cause), pursuant to Section 4(a)(v) Executive shall (by Employee without Good Reason), or due to Employee providing notice to the Company that Employee is not at any time renewing this Agreement pursuant to the provisions of Section 2(c), then during the period Term of his employment with this Agreement and in the Companyevent of any termination or expiration of this Agreement, or during until the one (1) year period immediately following his Termination expiration of Employment with the Company ("Non-Solicitation Restricted Period"), Employee shall not, anywhere within the Territory, without the prior written consent of the Company, either directly or indirectly, on his own behalf or in the service of or on behalf of himself others, (i) solicit, contact, call upon, communicate with or attempt to communicate with any other personsupplier of goods or services to the Company, solicit for employment or employ any customer of the current officers Company or employees prospective customer of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees or any representative of any customer or prospective customer of the Company when such employment results from general solicitations for employment. (b) Executive shall not at with a view to selling or providing any time product, deliverable or service competitive or potentially competitive with any product, deliverable or service sold or provided or under development by the Company during the period of his employment with two (2) years immediately preceding the Company, Termination Date (provided that the foregoing restrictions shall apply only to customers or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current prospective customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its representatives of customers or the terms of any of the contracts prospective customers of the Company with which has heretofore Employee had material contact during the two (2) year period immediately preceding the Termination Date); (ii) solicit, induce or encourage any supplier of the Company to terminate or modify any business relationship with the Company; or (iii) otherwise take any action which may hereafter come reasonably be anticipated to the knowledge of Executive which is not freely available to the public. (c) Executive shall notinterfere with or disrupt any past, during the Non-Solicitation Periodpresent or prospective business relationship, in any way defame contractual or otherwise, between the Company or disparage its business capabilities, products, plans or management to and any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill supplier or business agent of the Company. (d. The actions prohibited by this Section 6(b) Executive covenants and agrees that a breach of these subparagraphs (a)shall not be engaged in by Employee directly or indirectly, (b) whether as employee, independent contractor, manager, salesperson, agent, technical support technician, sales or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shallservice representative, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) During the Term and for the one-year period thereafter, the Executive shall not at any time during not, unless such solicitation is made on behalf of the period Company or one of his its Subsidiaries or such solicitation is made with the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment with or other service of the Company, or during the one any of its Subsidiaries, (1) year period immediately following his Termination of Employment except in connection with the termination of an employee in a manner consistent with Executive’s responsibilities as Chief Executive Officer of the Company ("Nonand in compliance with the Company’s and its Subsidiaries’ policies) any managerial-Solicitation Period")level employee of, without or independent contractor providing managerial-level services to, the prior written consent Company or its Subsidiaries, where the independent contractor performs a substantial portion of his or her services for the Company, or (ii) solicit for employment (on behalf of himself the Executive or any other person or entity) any former managerial-level employee of or independent contractor providing managerial-level services to the Company, where the independent contractor in the last year of service to the Company has performed a substantial portion of his or her services for the Company, who has left the employment of or discontinued providing services to the Company or any of its Subsidiaries within the then prior one-year period. During the Term and for the one-year period thereafter, the Executive will not, whether for his own account or for the account of any other person, solicit for employment firm, corporation or employ other business organization, intentionally interfere with the Company’s or any of its Subsidiaries’ relationship with, or endeavor to entice away from the current officers Company or employees any of its Subsidiaries, any person who during the Company; providedTerm is or was a tenant, howeverco-investor, that nothing contained herein shall prohibit Executive from hiring employees co-developer, joint venturer or other customer of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicSubsidiaries. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (ai) The Executive shall not at any time during specifically acknowledges that the period Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of his employment with the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that during the Term of this Agreement, and for a period of one (1) year period immediately following his Termination after the Date of Employment with the Company ("Non-Solicitation Period")Termination, without the prior written consent of the Companyhe will not, except on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment or with the Company’s express written consent, solicit, either directly or during the Non-Solicitation Periodindirectly, without the prior written consent of the Company, solicit for on his own use, behalf or for the use on behalf of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person or entity, any information or fact relating to the management, business (including prospective business), finances, its customers or targeted potential customers with whom he had contact before the terms Date of Termination to take any of the contracts of the Company action which has heretofore or which may hereafter come could reasonably be expected to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to adversely affect adversely the goodwill or business of the Company. (dii) The Executive covenants specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term of this Agreement, and for a breach period of these subparagraphs one (a)1) year after the Date of Termination, (b) the Executive will not directly or (c) would immediately and irreparably harm indirectly solicit, induce or attempt to induce, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee of the Company or solicit any of the Company’s employees, consultants or agents to terminate their employment or agency with the Company or take any other actions which would otherwise cause the Company’s employees, consultants or agents to violate any Company policy, program or plan. (iii) The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and the Executive agrees that during the Term of this Agreement, and for a remedy at law would be inadequate to compensate period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any vendor or supplier of the Company for its losses by reason the purpose of terminating or changing (in an adverse manner) such breach and therefore that vendor’s or supplier’s relationship or agency with the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionCompany. (eiv) For purposes of this Section 5 and in consideration of this Agreement12(a), this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion references to the Company mean the Company or any existing or future subsidiary of the consideration for this AgreementCompany and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company.

Non-Solicitation. i. The Employee shall not, either during his employment with the Employer or for a period of one (a1) Executive shall not at year thereafter, directly or indirectly, initiate any time contact with or solicit any designated customers or clients of the Employer or any of its Subsidiaries or related corporations for the purpose of selling or providing to the designated customers or clients, any products or services which are the same as or substantially similar to, or in any way competitive with, the products or services provided by the Employer or any of its Subsidiaries or related corporations during the period term of his employment with the CompanyEmployer or at the end thereof, as the case may be. For the purpose of this section, a “designated customer or client” means a person, corporation, or entity who was a customer or client or was about to become a customer or client of the Employer or any Subsidiary or related corporations and with whom the Employee had dealings during his employment by the Employer. ii. The Employee shall not, either during his employment with the Employer or for a period of one (1) year period immediately following his Termination thereafter, directly or indirectly, employ or retain as an independent contractor any employee of Employment the Employer or any of its Subsidiaries or related corporations or induce or solicit, or attempt to induce, any such person to leave that person’s employment with the Company ("Non-Solicitation Period"), without the prior written consent Employer. iii. The Employee represents and warrants that none of the Companynegotiation, on behalf entering into or performance of himself this Agreement has resulted in or may result in a breach by him of any agreement, duty or other obligation with or to any other person, corporation, or entity, including, without limitation, any agreement, duty or obligation not to compete with any such person, corporation, or other entity or to keep any confidential information of any such person, corporation, or other entity or not to solicit for employment or employ contact any customers or clients of such person, corporation, or other entity. The Employee further agrees to indemnify and hold harmless the Employer and any Subsidiaries or related corporations from and against any and all damages, expenses, losses, costs (including but not limited to legal fees and disbursements) which may be paid or are found to be payable by the Employer on account of any breach of this provision by the Employee. iv. In the event of a breach or threatened breach by the Employee of the current officers or employees provisions of the Company; providedParagraphs 8.1, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration 8.2 and/or 8.3 of this Agreement, this non-solicitation agreement has been separately negotiated the Employer shall be entitled to an injunction restraining the Employee from further violation. Nothing herein shall be construed as prohibiting the Employer from pursuing any other remedies available to it for such breach or threatened breach, including recovery of damages and bargained for, and constitutes a substantial portion of reasonable legal expenses for the consideration for this AgreementEmployer.

Non-Solicitation. (a) Executive shall not at any time Seller agrees that during the a period of his employment with two (2) years from and after the CompanyClosing Date, it will not, in any manner (whether on its own account, as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), or during the one permit its Affiliates in any manner, (1i) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other personrecruit, solicit for employment or otherwise attempt to employ any of the current officers Business Employees, or employees of induce or attempt to induce any Business Employee to leave employment with the Buyer or the Company; provided, howeverthat, that nothing contained herein this Section 7.6 shall not prohibit Executive Seller or any of its Affiliates from soliciting or hiring employees any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, radio or internet database, or efforts by any recruiting or employment agencies, not specifically directed at Business Employees or (ii) intentionally interfere with the relationship between the Company and any employee, customer, sales representative, broker, supplier, licensee or other business relation (or any prospective customer, supplier, licensee or other business relationship) of the Company when such employment results from general solicitations for employment(including by making any negative or disparaging statements or communications regarding Buyer or the Company or any of their respective operations, officers, directors or investors). (b) Executive shall Seller agrees that its obligations under this Section 7.6 are special and unique and that any violation thereof would not at any time during be adequately compensated by money damages, and grants the period of his employment with Buyer the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge right to any other person any information or fact relating to the management, business specifically enforce (including prospective business), finances, its customers or injunctive relief where appropriate) the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicthis Section 7.6. (c) Executive Seller agrees that the covenants against competition contained in this Section are reasonable and fair in all respects, and are necessary to protect the interests of Buyer. However, in case any one or more of the provisions or parts of a provision contained in this Section shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall notnot affect any other provision or part of a provision of this Section or any other jurisdiction, during but this Section shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the Non-Solicitation Periodmaximum extent permitted in such jurisdiction. Without limiting the foregoing, the Parties intend that the covenants and agreements contained in this Section shall be deemed to be a series of separate covenants and agreements. If, in any way defame legal proceeding, a court or arbitrator shall refuse to enforce all the Company or disparage its business capabilitiesseparate covenants and agreements deemed to be included in this Section, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor it is the intention of the Company so as to affect adversely Parties that the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a)agreements which, (b) or (c) if eliminated, would immediately permit the remaining separate covenants and irreparably harm agreements to be enforced in such proceeding shall, for the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason purpose of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwiseproceeding, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive deemed eliminated from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes provisions of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this AgreementSection.

Non-Solicitation. In consideration for (ai) the Company’s promise to provide Confidential Information to Executive and Executive’s return promise to hold the Company’s Confidential Information in trust, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company, and the business opportunities disclosed or entrusted to Executive, (iii) the compensation and other benefits provided by the Company to Executive, and (iv) the Company’s employment of Executive pursuant to this Agreement, and to protect the Company’s Confidential Information, customer relationships, and goodwill, Executive agrees that, during the Employment Period and for a period of twelve (12) months immediately following the date of Executive’s termination from employment, other than in connection with his authorized duties under this Agreement, Executive shall not, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor, owner, or lender or in any other capacity, and whether personally or through other persons or entities: (i) Solicit business from, interfere with, attempt to solicit business with, or do business with any customer of the Company with whom the Company did business or who the Company solicited within the preceding twelve (12) months, and who or which Executive contacted, called on, serviced or did business with during Executive’s employment at the Company (and not at any time during prior to commencement of the period of his employment with Employment Period). This restriction in this Section 7(a)(i) only prohibits soliciting, attempting to solicit or transacting business for any person or entity, other than the Company, engaged in the business of mining bitcoin; or (ii) Solicit, induce or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")attempt to solicit or induce, without the prior written consent of the Companyengage or hire, on behalf of himself or any other personperson or entity, solicit for employment any person who is an employee or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees consultant of the Company when such employment results from or who was employed by the Company within the preceding twelve (12) months (general advertisements and similar solicitations for employment. (b) Executive not directed at any specific individuals shall not at be considered solicitation for this purpose). Notwithstanding the foregoing, the restrictions contained in this Section shall not apply to ▇▇▇▇▇ ▇▇▇▇▇▇▇. The provisions contained in this Section 7 are considered reasonable by Executive and the Company. In the event that any time during such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of his employment application reduced, such provisions shall apply with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he such modification as may be actingnecessary to make them valid and effective. In the event Executive breaches this Section 7, any of the current customers of the CompanyExecutive acknowledges that there will be no adequate remedy at law, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of and the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c)injunctive relief and/or a decree for specific performance, and Executive hereby consent such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to the issuance of such injunctionseek all remedies permissible under applicable law. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during During the period of his your employment with the CompanyCompany or any of its affiliates, and for a period of months after the cessation of your employment for any reason, whether with or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")without Cause, without the prior written consent of the Companyyou will not, directly or indirectly , on your own behalf or on behalf of himself or any other person, and whether through your own efforts or through the efforts or employing the assistance of any other person (including without limitation any consultant or any person employed by or associated with any person with whom you become employed or associated): a) call on or solicit for employment or employ in any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees manner any customer of the Company when such employment results from general solicitations or any of its affiliates for employment. (b) Executive shall not at any time during the period purpose of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent doing business of the Company, solicit for his own use, or for the use of any company or person type done by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage any of its business capabilities, products, plans or management to any affiliates with such customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) . For purposes of this Agreement, “customer” means any individual, firm, partnership, corporation, or other entity or person (i) currently doing business or who has done business with the Company or any of its affiliates in the 12 months prior to the cessation of your employment, or (ii) any prospective customer that you know to be a prospective customer of the Company or any of its affiliates and with whom the Company or any of its affiliates is in discussion with and reasonably expects to do business; or b) Solicit or otherwise induce any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates. To the extent the terms of this Section 5 18 are less restrictive (from your perspective) than comparable non-solicitation restrictions agreed to by you pursuant to any Option agreement or Restricted Stock agreement dated prior to the date hereof (collectively, the “Prior Agreements”), the terms of this Section 18 shall supersede and replace the comparable non-solicitation provisions in consideration each such Prior Agreement. By accepting and agreeing to the terms of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion you acknowledge that your receipt of the grant of the Award evidenced by this Agreement represents adequate consideration for the undertaking set forth in this AgreementSection 18.

Non-Solicitation. (a) Executive shall not While I am employed at the Company and for a period of 24 months after termination of my employment for any reason (whether voluntary or involuntary), I will not, directly or indirectly, solicit, recruit or hire any employee of the Company to work for a third party other than the Company or otherwise solicit, entice or induce any employee to materially breach any agreement between such employee and the Company of which I have knowledge. (b) While I am employed by the Company and for a period of 24 months after termination of my employment for any reason (whether voluntary or involuntary) other than because of non-renewal of my employment agreement by the Company, I will not, directly or indirectly, solicit, entice or induce any Customer (as defined below) of the Company to (i) become a Customer of any other person or entity engaged in any material respect in any business activity that competes with any material business activity conducted by the Company at any time during the period of his my employment with the Company, or during the one (1) year period immediately following his Termination of Employment with any business activity planned by the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his my employment with the Company that the Company reasonably believes will be a material business activity in the future (other than such a planned activity that has been abandoned by the Company) or (ii) cease doing business with the Company, and I will not assist any person or during entity in taking any action described in the Non-Solicitation Period, without the prior written consent foregoing clauses (i) and (ii). For purposes of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business this paragraph (including prospective businessc), finances, its customers or the terms of any of the contracts a “Customer” of the Company which has heretofore means any person, corporation, partnership, trust, division, business unit, department or which may hereafter come to agency which, at the knowledge time of Executive which is not freely available to the public. (c) Executive determination or within one year prior thereto, shall notbe or shall have been a material customer, during the Non-Solicitation Period, in any way defame distributor or agent of the Company or disparage its business capabilities, products, plans shall be or management shall have been contacted by the Company for the purpose of soliciting it to any become a material customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill distributor or business agent of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (ai) The Executive shall not at any time during specifically acknowledges that the period Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of his employment with the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that during the Term, and for a period of one (1) year period immediately following his Termination after the Date of Employment with the Company ("Non-Solicitation Period")Termination, without the prior written consent of the Companyhe will not, except on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment or with the Company’s express written consent, solicit, either directly or during the Non-Solicitation Periodindirectly, without the prior written consent of the Company, solicit for on his own use, behalf or for the use on behalf of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person or entity, any information or fact relating to the management, business (including prospective business), finances, its customers or targeted potential customers with whom he had contact before the terms Date of Termination to take any of the contracts of the Company action which has heretofore or which may hereafter come could reasonably be expected to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to adversely affect adversely the goodwill or business of the Company. (dii) The Executive covenants specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term, and for a breach period of these subparagraphs one (a)1) year after the Date of Termination, (b) the Executive will not directly or (c) would immediately and irreparably harm indirectly solicit, induce or attempt to induce, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee of the Company or solicit any of the Company’s employees, consultants or agents to terminate their employment or agency with the Company or take any other actions which would otherwise cause the Company’s employees, consultants or agents to violate any Company policy, program or plan. (iii) The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and the Executive agrees that during the Term, and for a remedy at law would be inadequate to compensate period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any vendor or supplier of the Company for its losses by reason the purpose of terminating or changing (in an adverse manner) such breach and therefore that vendor’s or supplier’s relationship or agency with the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionCompany. (eiv) For purposes of this Section 5 and in consideration of this Agreement12(a), this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion references to the Company mean the Company or any existing or future subsidiary of the consideration for this AgreementCompany and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company.

Non-Solicitation. (a) Executive shall not at Service Provider agrees and undertakes to Client, for the term of this agreement and any time during the renewal thereof, and for a period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment its termination, not to solicit, do business with or attempt to do business with, at any location whatsoever, directly or indirectly and in any manner whatsoever, with Client’s client during the Company ("Non-Solicitation Period")project being conducted. Also, without the prior written consent of the CompanyService Provider shall not solicit or hire in any way, on behalf of himself directly or indirectly, as an employee, consultant or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be actingtitle whatsoever, any of the current customers employees, directors, executives or other people (hereafter collectively the “Employees” for the purposes of this article) working full or part time for Client (or Client’s client) at the time when the period of one (1) year begins or having thus worked in the twelve (12) months preceding that time, and in no way will attempt to, directly or indirectly, encourage one or other of said Employees to leave their job. For the purposes of the Companypreceding provisions: Any member of Client’s (of Client’s client’s) personnel who agrees, nor shall he divulge during the above-mentioned period of prohibition, to work or provide any service whatsoever for monetary or other compensation to any person but Client (or Client’s client), in which the defaulting Service Provider might have, directly or indirectly, any interest, whether as an owner, investor, shareholder, director, employee or in another manner, will be construed to have been solicited; Any person having retained the Client’s services in the two (2) years preceding the start of the abovementioned period of prohibition will be construed to be a client of Client; Service Provider acknowledges that any contravention on its part of this non solicitation agreement will result for it, without prejudice to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreementto the intermediary, at law or otherwise, be entitled to any injunction to be issued by any court in the imposition of competent jurisdiction enjoining and restraining Executive from committing any a penalty of one thousand dollars ($1,000.00) per day of violation of these subparagraphs the performance of the obligations set forth in the provisions of articles 8.1 and 8.2 herein. Consequently, in the event of such failure confirmed by a court or by an arbitration board, Service Provider shall give Client the amount of one thousand dollars (a)$1,000.00) per day of violation of the performance of the obligations, (b) or (c), and Executive hereby consent without prejudice to the issuance rights and remedies, Service Provider’s fees, injunction proceedings, damages or any other remedy related to such a violation or threat of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this violation. The non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion clause is not mandatory but strongly recommended. It is only given here as an example. It is one of the consideration for this Agreementkey aspects of the agreement that should be considered to demonstrate the service provider’s integrity to the client.

Non-Solicitation. (a) Executive shall not at any time during During the period of his the Executive’s employment by the Company, whether pursuant to this Agreement or otherwise, and for the twelve (12) -month period following the termination of the Executive’s employment with the CompanyCompany for any reason, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")Executive will not, without the prior written consent of the Company, on behalf directly or indirectly: (i) influence or attempt to influence any customer of himself the Company or any of its affiliates to discontinue its use of the Company’s (or such affiliate’s) services or to divert such business to any other person, solicit for employment firm or employ corporation; provided; however, that a broad and general advertisement or solicitation not specifically targeting or intending to target customers of the Company or any of its affiliates shall not be deemed a violation of this Section 8; or (ii) interfere with, disrupt or attempt to disrupt the current officers relationship, contractual or employees otherwise, between the Company or any of its affiliates and any of its respective employees, customers, suppliers, principals, distributors, lessors or licensors. Efforts by the Executive, whether direct or indirect, (A) to solicit or assist any other person or entity in soliciting any employee of the Company or any of its affiliates to perform services for any entity (other than the Company or any of its affiliates) or (B) to encourage any employee of the Company; provided, however, that nothing contained herein or any of its affiliates to leave their employment with the Company or any of its affiliates shall prohibit Executive from hiring be in violation of this Section 8. A person’s response to a broad and general advertisement or solicitation not specifically targeting or intending to target employees of the Company when such employment results from general solicitations for employmentor any of its affiliates shall not be deemed a violation of this Section 8. (b) In the event the Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, materially breaches any of the current customers of provisions contained in Section 8(a) hereof and the CompanyCompany seeks compliance with such provisions by judicial proceedings, nor the time period during which the Executive is restricted by such provisions shall he divulge to any other person any information or fact relating to be extended by the management, business (including prospective business), finances, its customers or time during which the terms Executive has been in violation of any such provision and any period of litigation required to enforce the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicExecutive’s obligations under this Agreement. (c) The Executive shall not, during the Non-Solicitation Period, in any way defame and the Company intend that Section 8 of this Agreement be enforced as written. However, if one or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor more of the Company so as provisions contained in Section 8 shall for any reason be held to affect adversely the goodwill or business be unenforceable because of the Company. (d) duration or scope of such provision or the area covered thereby, the Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and agree that a remedy at law would be inadequate the court making such determination shall have the full power to compensate reform, by “blue penciling” or any other means, the Company for its losses by reason duration, scope and/or area of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 provision and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated its reformed form such provision shall then be enforceable and bargained for, and constitutes a substantial portion of shall be binding on the consideration for this Agreementparties.

Non-Solicitation. A. The Executive hereby covenants and agrees that for a period of one (a1) year from the Date of Termination, Executive shall will not directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company’s Clients to withdraw, curtail, cancel, or decrease the level of their business with the Company or request that they do business with any Competing Business. The Company’s Clients are any person or entity: (i) for whom Executive, at any time during the 12-month period of his prior to the time the Executive’s employment with the Company terminates, provided Company’s Services and with whom Employee had material contact; (ii) about whom Executive had Confidential Information; and/or (iii) with respect to whom Executive, or at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, held supervisory, managerial, and/or oversight responsibilities for the provision of Company’s services. B. The Executive hereby covenants and agrees that for a period of one (1) year period immediately following his Termination from the Date of Employment with Termination, Executive will not directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company Company’s Prospective Clients ("Non-Solicitation Period"), without the prior written consent defined as any person or entity who both (i) has been directly solicited to become a customer of the Company, on behalf and (ii) with whom Executive had material contact or about whom Executive has knowledge of himself such solicitation, within the 12-month period prior to the time Executive’s employment with the Company terminates) to forgo doing business with the Company or request that such prospective customer or client do business with any other personCompeting Business. C. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly hire or solicit for employment for any other business entity other than the Company (whether as an employee, consultant, independent contractor, or employ otherwise) any person who is, or within the six (6)-month period preceding the date of such activity was, an employee, independent contractor or the like of the Company or any of its subsidiaries, unless Company gives its written consent to such offer of employment. Nothing herein shall prevent Executive, directly, or indirectly through the use of agents, employees or other representatives, from placing general advertisements in any widely-distributed media (such as newspapers, Internet postings, etc.) directed at the public at large (as opposed to directed specifically at the Company’s employees, contractors or the like that have the effect of inducing or influencing any of the current officers or employees of the Company; provided’s employees, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Companycontractors, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge like to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill terminate their employment or business of relationship with the Company. (d) Executive D. The covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, set forth in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration 9 will survive the Executive’s termination of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreementemployment under Section 7.

Non-Solicitation. ​ a. In consideration of your Award, you agree that during your employment with the Company and for one year following the termination of your employment for any reason, you will not directly or indirectly, or in any capacity on your behalf or on behalf of any other individual, firm, association, partnership, corporation, or other business entity, (ai) Executive shall hire, solicit, or make an offer to; or (ii) attempt to or participate or assist in any effort to hire, solicit, or make an offer to any Restricted Employee to be employed or to perform services outside of the Company. For the purposes of this Paragraph, a “Restricted Employee” is any person (i) who is an employee of the Company at the time of any conduct by you referenced in the preceding sentence, or (ii) who was an employee of the Company at any time in the twelve (12) month period immediately preceding any conduct by you referenced in the preceding sentence. b. You also agree that during your employment with the Company and for one year following the termination of your employment for any reason, you will not directly or indirectly, or in any capacity on your behalf or on behalf of any other individual, firm, association, partnership, corporation, or other business entity (i) solicit, for business purposes, any Restricted Customer of the Company; (ii) induce or attempt to induce any Restricted Customer to reduce, eliminate, or terminate its business with the Company; or (iii) divert or attempt to divert any business from a Restricted Customer to any entity that engages in, or owns or controls an interest in any entity that engages in, competition with any business unit or division of the Company in which you worked at any time during the three (3) year period prior to the termination of his your employment with the Company. For the purposes of this Paragraph, “Restricted Customer” means any actual or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees prospective customer of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time which you were directly or indirectly involved with, or exposed to confidential information about, as part of your job responsibilities during the period last twelve (12) months of his your employment with the Company, or during the Non. The term “Restricted Customer” shall not include any customer with whom you had a pre-Solicitation Period, without the existing relationship prior written consent of the Company, solicit for his own use, or for the use of any company or person to becoming employed by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during the For a period of eighteen (18) months after the termination of the Employee's employment by the Company, the Employee will not solicit or service, directly or indirectly, business on Employee's own behalf, or on behalf of any person or legal entity with whom Employee may be associated as employee, partner, associate, principal, agent or in any other capacity, from any Customer Project, whether or not Employee had significant dealings with that Customer Project. This paragraph prohibits solicitation of, and sales to, Customer Projects of any and all products or services that would compete with those normally provided by the Company at the time Employee leaves the Company. Any dealings in products or services that are not competitive with those normally provided by the Company are not prohibited by this paragraph. Employee will not solicit or seek to influence, directly or indirectly, any employee, contractor, or agent of the Company to terminate his employment relationship with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) . For purposes of this Section 5 and 10, "Customer Project" shall mean any project which: (I) the Company has an existing contract to perform services under at the time of the termination of this Agreement; (ii) the Company has bid to obtain a contract for in consideration the 12 months preceding the termination of this Agreement, or (iii) the Company had formed an intention to submit a bid to perform services for any time prior to the termination of this non-solicitation agreement has been separately negotiated Agreement and bargained for, and constitutes which the Company actually submits a substantial portion bid for within the 120 day period following termination of the consideration for this Agreement. Following termination of this Agreement, if Employee, or a person or an entity that directly or indirectly employs Employee enters into a contract for a Customer Project to provide products or services that would compete with those normally provided by Company, it will be deemed prima facie evidence of a violation of this paragraph 10(b).

Non-Solicitation. (a) Executive shall During the period commencing on the date hereof and ending on the last day of the twelfth (12th) full calendar month following the Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, Employee hereby covenants that he will not, directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of his Employee's employment with the Company, or during the one (1) year period immediately following his Termination of Employment with any business planned by the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his Employee's employment with the Company or (ii) cease doing business with the Company, and Employee agrees that he will not assist any person or during entity in taking any action described in the Non-Solicitation Periodforegoing clauses (i) and (ii). For purposes of this Section 6, without (A) a “Customer” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior written consent thereto, shall be or shall have been a customer, distributor or agent of the Company or shall be or shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or agent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business ; and (including prospective business), finances, its customers or the terms of any of the contracts B) a “Supplier” of the Company which has heretofore means any person, corporation, partnership, trust, division, business unit, department or which may hereafter come to agency which, at the knowledge time of Executive which is not freely available to the public. (c) Executive termination or within one year prior thereto, shall not, during the Non-Solicitation Period, in any way defame the Company be or disparage its business capabilities, products, plans or management to any customer, potential customershall have been a supplier, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill manufacturer or business developer for any product or service or significant component used in any product or service of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) During the period commencing on the date hereof and ending on the last day of the twenty-fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or (cwithout Cause) would immediately and irreparably harm and/or voluntary termination, the Employee will not, directly or indirectly, induce other employees of the Company and that a remedy at law would be inadequate to compensate terminate their employment with the Company for its losses by reason of such breach and therefore that the Company shall, or engage in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionCompeting Business. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) The Executive shall not at any time agrees that, during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Restricted Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during directly or indirectly, (a) interfere with or attempt to interfere with the Non-Solicitation Period, in any way defame relationship between the Company or disparage any other member of the Covered Group (as defined below) and any Person who is, or was during the then most recent twelve-month period, an employee, officer, representative, author, contributor or agent of (i) the Company or (ii) any other member of the Covered Group that the Executive had business contact with (which, for the avoidance of doubt, shall exclude business contacts purely as part of broad communications addressed to multiple Persons) during the time that the Executive was employed by the Company (provided that with respect to any employee, officer, representative, author, contributor or agent of the Parent Group (other than the Company and its subsidiaries) such business capabilitiescontact occurred prior to the occurrence of a Transaction) (the “Covered Employees”), productsor solicit, plans induce or management attempt to solicit or induce any of the Persons described in clauses (i) or (ii) above to leave the employ or service of the Company or any member of the Covered Group or violate the terms of their respective contracts, or any employment arrangements, with such entities (other than as to the employees of the Covered Group as a consequence of a Transaction); or (b) induce or attempt to induce any customer, client, supplier, author, contributor, licensee or other business relation of (i) the Company or (ii) any other member of the Covered Group that the Executive came into business contact with (which, for the avoidance of doubt, shall exclude business contacts purely as part of broad communications addressed to multiple Persons) while the Executive was employed by the Company (provided that with respect to any customer, potential customer, vendorclient, supplier, contractorauthor, subcontractor contributor, licensee or other business relation of the Parent Group (other than the Company so as and its subsidiaries) such business contact occurred prior to affect adversely the goodwill occurrence of a Transaction) (the “Customer”) to cease doing business with the Company or business any member of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a)Covered Group, (b) as the case may be, or (c) would immediately in any way interfere with the relationship between a Customer and irreparably harm (i) the Company or (ii) any member of the Covered Group. Notwithstanding the foregoing, the following shall not be violations of this Section 7: (1) general solicitations that are not specifically directed to Covered Employees; (2) providing advice to, or serving as a reference at the request of, a Covered Employee; (3) actions taken in the good faith performance of the Executive’s duties hereunder; and (4) if the Executive solicits or attempts to solicit the business or patronage of a Person that a remedy at law would be inadequate uses or provides services or supplies to compensate multiple service providers or recipients in the same space as it utilizes or supplies the Company for or any other member of the Covered Group; provided, that, in the case of clause (4), the Executive does not suggest, encourage or cause such entity to terminate or reduce its losses by reason of such breach and therefore that business relationship with the Company shall, in addition to or any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court other member of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) Covered Group. For purposes of this Section 5 7, at the time of the relevant action as the context requires, the members of the “Covered Group” shall only include (x) the members of the Company Group and in consideration (y) until the end of the 12-month period following the date of a Transaction, the Parent and each entity other than the Company or its subsidiaries that was a member of the Parent Group (or its successor) as of the date of a Transaction. For purposes of this Agreement, this non-solicitation agreement has been separately negotiated an “Affiliate” of a designated Person means any other Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such designated Person, but after a Private Sale excludes portfolio companies that are affiliated with a Person that effectuates such Private Sale and bargained for, and constitutes a substantial portion of are not engaged in the consideration for this AgreementBusiness.

Non-Solicitation. (a) Executive shall not 9.1 The Employee acknowledges that during the course of the Employment, the Employee may visit customers of the Company and may deal with their complaints, handle problems, facilitate their requirements and otherwise develop contacts with them. The Employee further acknowledges and agrees that the right to maintain its relationship with customers constitutes a proprietary right which the Company is entitled to protect and the Employee therefore agrees that he will not, at any time during the period Employment or within 12 months following the termination of his employment the Employment, directly or indirectly, individually or in partnership, jointly or in conjunction, with the Companyanyone or more persons, firms, partnership, jointly, or during the one (1) year period immediately following his Termination of Employment in conjunction with the Company ("Non-Solicitation Period")anyone or more persons, without the prior written consent of the Companyfirms, on behalf of himself associations, syndicates or any other personcorporations, solicit for employment or employ any of the current officers or employees of the Company; providedas principal, howeveragent, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use shareholder of any company or person by whom he is employedin any manner whatsoever, or for whom he may be actingwithin the USA, solicit any of the current Company's customers or persons whom the Company was soliciting as customers at the time of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any termination of the contracts Employment hereunder. Unauthorized solicitation for personal gain or on behalf of third parties while employed by the Company shall be cause for termination without Notice or compensation in lieu of Notice. 9.2 During the Employment or within 12 months following the termination of the Company which has heretofore or which may hereafter come to Employment, the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants Employee acknowledges and agrees that a breach he shall refrain from either directly or indirectly attempting to obtain the withdrawal of these subparagraphs (a), (b) or (c) would immediately and irreparably harm any other employee from employment with the Company having regard to the geographic and that a remedy at law would be inadequate to compensate temporal restrictions set out above in Clause 11.1. Any violation of this Clause while employed by the Company shall be cause for its losses by reason termination without Notice or compensation in lieu of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionNotice. (e) For purposes 9.3 This Clause 11 shall survive the termination of this Section 5 Agreement and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this AgreementEmployment hereunder.

Non-Solicitation. During the period commencing on the date hereof and ending on the later of (ai) Executive the first anniversary of the date on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Subsidiaries (or, in the case of any payment made in a lump sum, the expiration of the period to which such payment relates), such Management Holder shall not directly, or indirectly through another Person, (x) induce or attempt to induce any employee, representative, agent or consultant of the Company or any of its Affiliates or Subsidiaries to leave the employ or services of the Company or any of its Affiliates or Subsidiaries, or in any way interfere with the relationship between the Company or any of its Affiliates or Subsidiaries and any employee, representative, agent or consultant thereof, (y) hire any person who was an employee, representative, agent or consultant of the Company or any of its Affiliates or Subsidiaries at any time during the period of his employment with the Company, or during the one (1) year twelve-month period immediately following his Termination prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 9(d) that any such hiring within such twelve-month period is in violation of Employment with the Company clause ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself x) above) or any other person(z) directly or indirectly call on, solicit for employment or employ service any of the current officers customer, supplier, licensee, licensor, representative, agent or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees other business relation of the Company when or any of its Affiliates or Subsidiaries in order to induce or attempt to induce such employment results from general solicitations for employment. (b) Executive shall not at Person to cease doing business with, or reduce the amount of business conducted with, the Company or any time during the period of his employment its Affiliates or Subsidiaries, or in any way interfere with the Companyrelationship between any such customer, supplier, licensee, licensor, representative, agent or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts relation of the Company which has heretofore or which may hereafter come to the knowledge any of Executive which is not freely available to the publicits Affiliates or Subsidiaries. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time In exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, during the Grantee's employment with the Company and for a period of his one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (i) solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, or during suggest to or discuss with any such person the one (1) year period immediately following his Termination discontinuation of Employment that person's status or employment with the Company Company; or ("Non-Solicitation Period"), without ii) on behalf of any person or entity engaged in the prior written consent of same or similar business as the Company, on behalf of himself call on, service, solicit, or any other person, solicit for employment or employ any of the current officers or employees of accept competing business from the Company; provided's customers or prospective customers whom or which the Grantee, howeverwithin the previous two (2) years, that nothing contained herein shall prohibit Executive from hiring employees of had or made contact with regarding the Company when Company's business or had access to the Company's information or files about such employment results from general solicitations for employmentcustomer or prospective customer. (b) Executive To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not at be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of time during which the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent Grantee is in violation of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective businessprovision(s), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive The Company's right to enforce the terms of this Section 10 shall notnot be affected by the existence or non-existence of any other similar agreement for anyone else, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of by the Company. (d) Executive covenants 's failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 10 are in addition to and agrees that a breach of these subparagraphs (a)not in lieu of, and do not supersede, cancel or replace, (bi) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (cii) would immediately and irreparably harm any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (or cancel the terms) of this Agreement. In case of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, the terms of that a remedy at law would agreement shall not operate to cancel, supersede or preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be inadequate construed and enforced without reference to compensate the Company for its losses by reason of this Agreement unless such breach and therefore that the Company shall, in addition to any rights and remedies available under agreement references this Agreement, at law specifically or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctiongenerally. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. Employee agrees to the following prohibitions on solicitation of the Company's employees, customers, and business interests, to wit: (a) Executive Employee shall not at any time during the period of his employment with the Company, or during the one two (12) year period immediately following the effective date of his Termination of Employment with termination (the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other personperson or entity, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive the Employee from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive Employee shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own usebenefit, or for the use benefit of any company or person persons by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its or customers of the Company or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive Employee covenants and agrees that a material breach of these subparagraphs (a), (b) or (c) the foregoing subsections would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this AgreementRelease, at law or otherwise, be entitled to any an injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive the Employee from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionforegoing subsections. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during the For a period of his employment three (3) years following the Closing Date, the Seller shall not, individually or on behalf of any other Person, directly or indirectly: (i) (A) seek to induce or otherwise cause any client or customer of the Business under contract with any Covered Party or any prospective client or customer of the Company, Business to which any Covered Party has made or during the one intends to make a proposal at that time to (1) year period immediately following his Termination cease being a Business customer of Employment or to not become a Business customer of any Covered Party, (2) divert any business of such customer with respect to the Company Business from any Covered Party, or otherwise to discontinue or alter in a manner adverse to any Covered Party, such business relationship relating to the Business, or ("Non-Solicitation Period")3) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the contractual relationship between any Covered Party and any of its customers or clients, suppliers or consultants, in each case relating to the Business, or employees, or (B) solicit for business, provide services to or do business with any client or customer of any Covered Party with respect to the Business or any potential customer solicited by any Covered Party with respect to the Business, except that nothing herein shall restrict the ability or right of Seller to become employed by any government agency, or (ii) without the prior written consent of the Companyapplicable Covered Party, on behalf directly or indirectly hire, solicit or encourage to leave the employment or service of himself any Covered Party, any officer or employee of, or any consultant to, any Covered Party, or hire or participate (with another company or third party) in the process of hiring any Person who is then, or who within the preceding six (6) months was, an employee of any Covered Party, or provide names or other person, solicit for employment or employ any of the current officers or employees of information about the Company's employees to any Person or business under circumstances which could lead to the use of that information for purposes of recruiting or hiring; provided, howeverhowever that Seller shall not be deemed to have violated this clause (ii) if (a) an employee of a Covered Party responds directly to a general advertisement of another Person or business as long as Seller has no involvement or participation, either directly or indirectly, in the employment of such Person, or (b) an employee of a covered party is terminated by such Covered Party at least six months prior to the commencement of any activities of Seller that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employmentwould otherwise violate this clause (ii). (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (eiii) For purposes of this Section 5 and in consideration of this AgreementAgreement "Person" shall mean an individual, this non-solicitation agreement has been separately negotiated and bargained fora corporation, and constitutes an association, a substantial portion of the consideration for this Agreementlimited liability company, a partnership, an estate, a trust or any other entity or organization.

Non-Solicitation. (a) Executive For a period of two (2) years commencing on the Initial Closing Date (the “Restricted Period”), Company Parent shall not, and shall not at permit any time during the period of his employment with the Companyits Affiliates to, directly or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other personindirectly, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees employee of the Company when or encourage any such employee to leave such employment results except pursuant to a general solicitation which is not directed specifically to any such employees; for clarity, nothing in this Section 5.7(a) shall prevent Company Parent or any of its Affiliates from general solicitations for employmenthiring any employee whose employment has been terminated by the Company or Investor. (b) Executive From the Agreement Date and continuing during the Restricted Period, Investor and Investor Parent shall not, and shall not at permit any time during the period of his employment with their Affiliates to, directly or indirectly, solicit any employee of Company Parent or its Affiliates (other than the Company, ) or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of encourage any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge such employee to any other person any information or fact relating leave such employment except pursuant to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive a general solicitation which is not freely available directed specifically to any such employee employees; for clarity, nothing in this Section 5.7(b) shall prevent Investor or Investor Parent or any of their Affiliates from hiring any employee whose employment has been terminated by the publicCompany Parent. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees Parent acknowledges that a breach or threatened breach of these subparagraphs (a)Section 5.3, (b) Section 5.6 or (c) would immediately this Section 5.7 may give rise to irreparable harm to Investor, for which monetary damages may not be an adequate remedy, and irreparably harm hereby agrees that in the event of a breach or a threatened breach by Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason Parent of any such breach and therefore that the Company obligations, Investor shall, in addition to any and all other rights and remedies that may be available under this Agreement, at law or otherwiseto it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any injunction to other relief that may be issued by any available from a court of competent jurisdiction enjoining and restraining Executive from committing (without any violation of these subparagraphs (arequirement to post bond), (b) or (c), and Executive hereby consent to the issuance of such injunction. (ed) For purposes of Company Parent acknowledges that the restrictions contained in this Section 5 5.7 are reasonable and in consideration necessary to protect the legitimate interests of Investor and constitute a material inducement to Investor to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.7 should ever be adjudicated to exceed the time, this non-solicitation agreement has been separately negotiated and bargained forgeographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and constitutes a substantial portion 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 5.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the consideration for this Agreementremaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Solicitation. (a) Executive shall not at any time during Section 4.1 During the period of his employment with the CompanyTerm, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")Parent will not, without the prior written consent of Seller, and Parent will cause its controlled Affiliates (including, after the CompanyClosing, the Transferred Entities) not to: (a) encourage, induce, attempt to induce or solicit business from any customer or client of the Retained Business as of the Closing Date (collectively, the “Covered Customers”), in each case, for the purpose of interfering with the relationship between any such Covered Customer, on the one hand, and the Retained Business, on the other hand, by providing goods, products or services with respect to, or on behalf of, any business that competes with the Retained Business (it being understood that the placement of himself general advertisements that may be targeted to a particular geographic or any other persontechnical area, solicit for employment but which are not targeted directly towards a Covered Customer, shall not be prohibited or employ any of the current officers restricted under, or employees of the Companydeemed to be a breach of, this Section 4.1(a)); provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment.or (b) Executive shall not at encourage, induce, attempt to induce or solicit any time during the period of his employment Covered Customer to cease doing business with the CompanyRetained Business or Seller or any of its Affiliates. provided, that, except as expressly set forth in Section 4.1(a) or Section 4.1(b), nothing in this Agreement shall prohibit, restrict or otherwise limit the ability of Parent or any of its controlled Affiliates from doing business with any Covered Customer. Section 4.2 Notwithstanding anything to the contrary, nothing in this Section 4 shall prohibit or restrict Parent or any of its controlled Affiliates from, directly or indirectly, (i) performing its obligations under the Purchase Agreement or any Ancillary Agreement, (ii) owning as a passive investment less than five percent (5%) of the outstanding shares of the capital stock of a publicly-traded company that competes with the Retained Business, or during (iii) owning as a passive investment an equity interest in a private debt or equity investment fund or vehicle (or any portfolio company (as such term is customarily understood in the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, private equity industry) or for the use investment of any such fund or vehicle) in which neither Joby nor any of its Affiliates has the ability to control or materially influence investment decisions or exercise any managerial control over such fund, vehicle, portfolio company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicinvestment. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) During the Employment Period and for one year thereafter (the “Restricted Period”), Executive shall not at directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any time during employee of the period Company to leave the employ of his employment the Company, or in any way interfere with the relationship between the Company and any employee thereof; or (ii) use the Company’s confidential or proprietary information to induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, or during in any way interfere with the one (1) year period immediately following his Termination relationship between any such customer, supplier, licensee or business relation of Employment with the Company ("Non-Solicitation Period")including, without the prior written consent of limitation, making any negative or disparaging statements or communications regarding the Company). The Company covenants that it will not, on behalf and it will advise members of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees senior management of the Company when such employment results from general solicitations for employmentand the Board not to, make any negative or disparaging statements or communications regarding Executive. (b) Executive If, at the time of enforcement of this Section 8, a court shall not at any time during hold that the period of his employment with duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Companyparties agree that the maximum duration, scope or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or area reasonable under such circumstances shall be substituted for the use stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 8 are reasonable and that he has reviewed the provisions of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicthis Agreement with his legal counsel. (c) Executive shall notacknowledges that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 8, during the Non-Solicitation PeriodCompany would suffer irreparable harm, and, in any way defame addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or disparage its business capabilities, products, plans other equitable relief from a court of competent jurisdiction in order to enforce or management to prevent any customer, potential customer, vendor, supplier, contractor, subcontractor violations of the Company so as to affect adversely provisions hereof (without posting a bond or other security). In addition, in the goodwill or business event of the Company. (d) Executive covenants and agrees that a breach or violation by Executive of these subparagraphs Section 8 (a), (b) the Restricted Period shall be automatically extended by the amount of time between the initial occurrence of the breach or (c) would immediately violation and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of when such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreementduly cured.

Non-Solicitation. I agree that while I am employed by the Company and (a) Executive shall not at any time during in the event I terminate my employment by way of a Voluntary Termination (as defined below) or the Company terminates my employment for Due Cause (as defined below) (either event, a "Fault Event"), for a period of his two (2) years immediately following any such termination of my employment with the Company, or during (b) in the event of a termination or expiration of my employment with the Company for any other reason, for a period of one (1) year period immediately following his Termination the termination or expiration of Employment my employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, I shall not directly or indirectly, either on behalf of himself myself or any other personperson or entity, solicit for (i) intentionally solicit, induce, recruit or encourage any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company to leave his, her or its employment or employ engagement with the Company, or attempt to solicit, recruit, or take away any such employees or independent contractors (or induce or encourage any such employee or independent contractor to terminate its employment or engagement with the Company); provided that after termination or expiration of my employment, this provision shall only apply to those employees or independent contractors of the Company who (A) are current officers employees or employees independent contracts of the Company and (B) were such at any time within 12 months prior to the date of such termination or expiration, (ii) intentionally interfere in any manner with the contractual or employment relationship between the Company and any employee, independent contractor, Customer (as defined below) or supplier of the Company or cause any such employee, independent contractor, Customer or supplier to cease employment with, cease doing business with or reduce the amount of business it does with the Company; providedprovided that after termination or expiration of my employment, howeverthis provision shall apply only to the employees, that nothing contained herein shall prohibit Executive from hiring employees independent contractors, Customers or suppliers of the Company when who (A) are current employees, independent contractors, Customers or suppliers of the Company and (B) were such employment results from general solicitations for at any time within 12 months prior to such termination or expiration, (iii) after termination or expiration of my employment. (b) Executive shall not , hire or otherwise employ any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company or who has provided services to or on behalf of the Company at any time during the period prior three month period, or (iv) whether as a direct solicitor or provider of his such services or products, or in a management or supervisory capacity over others who solicit or provide such services or products, intentionally solicit or provide services or products that fall within the definition of Restricted Business to any Customer of the Company; provided that after the expiration or termination of my employment, this provision shall only apply to those customers of the Company who are current Customers and were Customers at any time within 12 months prior to the termination or expiration of my employment with the Company. "Customer" shall mean those persons or affiliates to which the Company has rendered services or provided products within the last three months that fall within the definition of Restricted Business (including, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use avoidance of any company or person by whom he is employeddoubt, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts commercial clients of the Company which has heretofore or which may hereafter come that provide vehicles to the knowledge of Company in connection with the services provided by the Company). The terms "Due Cause" and "Voluntary Termination" shall have the respective meanings signed to each such term in the Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame Employment Agreement between me and the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Companyeven date herewith. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive During the period beginning on the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), none of GES, SWOP and WSS (each, a “GES Company”), and collectively, the “GES Companies”), shall (and each shall cause its Affiliates not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the Company (or any of its Affiliates) to leave his or her employment, or in any way interfere with the relationship between the Company (or any of its Affiliates) and any such employee, (ii) hire any person who was an employee of the Company (or any of its Affiliates) at any time during the six-month period of his employment with immediately prior to the Companydate on which such hiring would take place, or during (iii) call on, solicit or service any customer, charterer, lessor, vendor, licensee, licensor or other business relation of the one (1) year period immediately following his Termination of Employment Company in order to induce or attempt to induce such Person to cease doing or decrease their business with the Company ("Non-Solicitation Period")or its Affiliates, without or in any way interfere with the prior written consent relationship between any such customer, charterer, lessor, vendor, licensee, licensor or other business relation of the CompanyCompany or its Affiliates (including making any negative statements or communications about the Company or its Affiliates). Notwithstanding the foregoing, on behalf the restrictions set forth in this Section 9.9(c) shall not apply to the employees of himself or any other person, solicit for employment or employ any shareholders of the current officers or employees Company and shall not prohibit (Y) the employment of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when who solicit any of the GES Companies for employment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such employment results general advertising. Furthermore, for the avoidance of doubt, nothing in this Section 9.9 (c) shall prohibit any of the GES Companies from general solicitations for employmentdoing business with any vendors of the Company in the normal course of business. (b) Executive During the Restricted Period, the Company shall not (and shall cause its Affiliates not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the GES Companies (or any of their Affiliates) to leave his or her employment, or in any way interfere with the relationship between the GES Companies (or any of their Affiliates) and any such employee, (ii) hire any person who was an employee of the GES Companies (or any of their Affiliates) at any time during the six-month period immediately prior to the date on which such hiring would take place, or (iii) with respect to the GES Affiliate Businesses, call on, solicit or service any customer, charterer, lessor, vendor, licensee, licensor or other business relation of his employment the GES Companies in order to induce or attempt to induce such Person to cease doing or decrease their business with the CompanyGES Companies or their Affiliates, or during in any way interfere with the Non-Solicitation Periodrelationship between any such customer, without the prior written consent charterer, lessor, vendor, licensee, licensor or other business relation of the CompanyGES Companies or their Affiliates (including making any negative statements or communications about the GES Companies or their Affiliates). Notwithstanding the foregoing, the restrictions set forth in this Section 9.9(b) shall not apply to (A) the employees of any members of IDM Group, Ltd., the ultimate parent of the GES Companies or (B) the Transferred Employees, and shall not prohibit (Y) the employment of employees of the GES Companies who solicit the Company for his own useemployment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the use avoidance of doubt, nothing in this Section 9.9 (b) shall prohibit the Company from doing business with any company or person by whom he is employed, or for whom he may be acting, any vendors of the current customers GES Companies in the normal course of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall notIf, during at the Non-Solicitation Period, in time of enforcement of any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as provisions of this Section 9.9, a court determines that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under the circumstances shall be substituted for the stated period, scope or area. The parties further agree that such court shall be allowed to affect adversely revise the goodwill restrictions contained herein to cover the maximum period, scope or business of the Companygeographical area permitted by Law. (d) Executive covenants and agrees that a breach of these subparagraphs (a)Notwithstanding anything to the contrary contained herein, (bthe restricted periods set forth in Section 9.9(a) or (c) would immediately and irreparably harm the Company and that a remedy at law would b), respectively, shall be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition extended with respect to any rights and remedies available under this Agreement, at law or otherwise, be entitled breaching party for a period equal to any injunction time period that such breaching party is in violation of Section 9.9(a) or (b), respectively. (e) If either GES or the Company, or any of their respective Affiliates breaches, or threatens to be issued commit a breach of, any of the provisions of Section 9.8 or this Section 9.9 (the “Restrictive Covenants”), the non-breaching party shall have the right and remedy (i) to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction enjoining jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to such party and restraining Executive from committing that money damages would not provide an adequate remedy to the non-breaching party; and (ii) to require the breaching party to account for and pay over to the non-breaching party any violation profits, monies, accruals, increments or other benefits derived or received by the breaching party as the result of these subparagraphs (a)any transactions constituting a breach of the Restrictive Covenants. Each of the rights and remedies set forth herein shall be independent of the others, (b) or (c)severally enforceable, and Executive hereby consent in addition to, and not in lieu of, any other rights and remedies available to the issuance of such injunctionnon-breaching party at law or in equity. (ef) For purposes of Notwithstanding any provision in this Section 5 Agreement to the contrary, the Restrictive Covenants shall not apply to Lime Rock Management, L.P. and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated its Affiliates or 4D Global Energy Advisors S.A.S. and bargained for, and constitutes a substantial portion of the consideration for this Agreementits Affiliates.

Non-Solicitation. (a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive shall not at any time with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the period term of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")this Agreement he shall not, without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees General Counsel of the Company; provided, howeverdirectly or indirectly, that nothing contained herein shall prohibit Executive from hiring employees (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company when such or any of its Affiliates or ventures to leave the employment results from general solicitations for employmentof the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate. (b) Executive shall not at The restrictions contained in Section 8(a) are limited to areas or territories within the United States or in any time during foreign country where the period of his employment with the Company, Company or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, an Affiliate engages (or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge has definite plans to any other person any information or fact relating to the management, business (including prospective business), finances, its customers engage) in operations or the terms marketing of any its products or services at the time of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicExecutive’s Separation from Service. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive acknowledges that these restrictive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwisefor which Executive received valuable consideration from the Company as provided in this Agreement, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a)including, (b) or (c), and Executive hereby consent but not limited to the issuance of such injunction. (e) For purposes of this Section 5 Company’s agreement to provide Executive with Confidential Information regarding the Company and in consideration its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration for or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

Non-Solicitation. (a) Executive Employee shall not at any time during have access to and shall be directly or indirectly responsible for the Company's customer lists, pricing, policies, projections, product development, trade secrets and other privileged and confidential information essential to the Company's business. For a period of his employment with one year following the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent expiration of the Company, on behalf of himself Term or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration earlier termination of this Agreement, this nonthe Employee shall not without express prior written approval of the Company's Board, directly or indirectly (i)own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity engaged in competition with the Company or any of its affiliates (a "Competitor"), or (ii) solicit for the account of any Competitor, any vendor, customer or client of the Company or its affiliates any entity or individual that was a customer or client of the Company during 187756v1/1o497.0 -3- Company, which Employee may receive or to which he/she may become entitled. 401 -4- Company, which Employee may receive or to which he/she may become entitled. the 12-solicitation agreement has been separately negotiated month period immediately preceding the Employee's termination of employment. The Employee also agrees not to act on behalf of any Competitor to interfere with the relationship between the Company or its affiliates and bargained their employees. For purposes of the preceding paragraph, (i) the term "proprietary interest" means legal or equitable ownership, whether through stockholding or otherwise, of an equity interest in a business, firm or entity other than ownership of less than 5 percent of any class of equity interest in a publicly held business, firm or entity and (ii) an entity shall be considered to be "engaged in competition" if such entity is, or is a holding company for, an entity engaged in the business of developing, marketing, licensing and/or selling technology and/or products capable of screening and constitutes a substantial portion of the consideration for this Agreementblocking outbound calls against state, in-house and third-party "do not call" lists.

Non-Solicitation. (1) The Executive undertakes that during the Appointment and (subject to clause 8(2)) for a period of 12 months following the termination of the Appointment (the “Exclusion Period”) he shall not whether on his own account or otherwise and whether directly or indirectly: (a) solicit, interfere with, endeavour to entice away or induce to leave their employment any director or senior manager who is then or was at the date of termination of the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive shall not at any time had business dealings during the period course of his employment in the 12 month period immediately prior to the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees business of the Company when such employment results from general solicitations for employment.or any company within the Prudential Group; or (b) Executive shall not solicit, interfere with or endeavour to or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of the Appointment, or had been at any time during within the period year ending on that date, a customer or in the habit of his employment doing business with the Company, Company or during any company in the Non-Solicitation Period, without Prudential Group and with whom the prior written consent Executive was directly concerned in the twelve months before the termination of the Company, solicit for his own use, Appointment. Nothing in this clause shall prohibit the seeking or for doing of business not in direct or indirect competition with the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to any company within the knowledge of Executive which is not freely available to the public.Prudential Group; or (c) carry on, set up, be employed, engaged or interested in a business anywhere in the UK, Europe, US or Asia which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of termination with which the Executive was actively involved during the 12 month period immediately prior to termination of the Appointment, including (but not limited to) the businesses of the companies listed in Schedule 1 (or such other companies as may, from time to time, carry on such businesses). It is agreed that in the event that any such company ceases to be in competition with the Company and/or any company within the Prudential Group, this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall not, during at any time following the Non-Solicitation Periodtermination of the Appointment, prevent the Executive from holding shares or other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or not and, in any way defame addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of company within the Company so as to affect adversely the goodwill or business of the CompanyPrudential Group. (d2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the period of notice actually served. The amount of time during which, if at all, the Company suspends the Employee under the provision of clause 3(3), shall also reduce the period during which the restrictions referred to in clause 8 shall apply. (3) The Executive covenants acknowledges and agrees that a breach of these subparagraphs that: (a), ) each of sub-clauses 8(1)(a) (b) or and (c) would immediately hereof constitute an entirely separate and irreparably harm independent restriction on him; (b) the Company duration extent and that a remedy at law would be inadequate to compensate application of each of the Company restrictions are no greater than is necessary for its losses by reason the reasonable protection of the proper interests of the Prudential Group; and (c) if any such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued restriction is found by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) to be void or (c), and Executive hereby consent to unenforceable as going beyond what is reasonable in the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion circumstances for the protection of the consideration for this Agreementinterests of the Prudential Group but would be valid if part of the wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of that court with such modifications as may be necessary to make it valid and effective.

Non-Solicitation. (a) Executive shall not at any time during In consideration for the Restricted Stock Award granted pursuant to this Agreement, the Grantee agrees that for a period of his employment with twelve (12) months following the CompanyGrantee’s date of termination, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")Grantee shall not, without the prior written consent permission of the Company, on behalf of himself directly or indirectly (1) solicit, employ or retain, or encourage or cause any other person or entity to solicit, employ or retain, any person who (i) is employed or is providing services to the Company or any other person, solicit for employment of its Subsidiaries as of the date of termination or employ (ii) is or was providing services to the Company or any of its Subsidiaries within the current officers twelve (12) month period prior to the Grantee’s date of termination, (2) encourage or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees cause any employee of the Company when or any of its Subsidiaries to breach or threaten to breach any terms of such employee’s employment results from general solicitations for employment. (b) Executive shall not at or other agreement with the Company or any time during the period of his its Subsidiaries or to terminate such employee’s employment with the Company, Company or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of its Subsidiaries, (3) solicit business from any persons or entities whom the Grantee knows or should know (xx) are current clients or customers of the CompanyCompany or any of its Subsidiaries, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its yy) were customers or the terms of any of the contracts clients of the Company which has heretofore or which may hereafter come any of its Subsidiaries during the twelve (12) month period prior to the knowledge date of Executive which is not freely available to the public. termination, or (c4) Executive shall not, during the Non-Solicitation Period, in encourage or cause any way defame clients or customers of the Company or disparage any of its Subsidiaries to cancel or terminate any business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of relationship with the Company so as to affect adversely or any of its Subsidiaries. If Grantee breaches the goodwill or business provisions of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a)this Section 5, (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, shall be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive recover from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion Grantee all of the consideration for Vested Shares granted pursuant to this AgreementAgreement or the value thereof.

Non-Solicitation. (a) Executive shall not at any time during Key Person agrees that, from the period date of his the Closing until the second anniversary of the end of the Key Person’s employment with the Company, or during the one (1) year period immediately following his Termination of Employment service as a director or officer with the Company ("Non-Solicitation the “Restricted Period"”), Key Person shall not, in any manner, directly or indirectly (without the prior written consent of Parent): (i) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with Parent or any of its Subsidiaries (including the Company), (ii) interfere with or damage any relationship between Parent, Parent Bank or the Company, on behalf the one hand, and a Client, on the other hand, or (iii) Solicit anyone who is an employee of himself Parent or any other personof its Subsidiaries (or who was, solicit for employment to Key Person’s knowledge, an employee of Parent or employ any of its Subsidiaries within the current officers prior 90 days) to resign from Parent or employees any of its Subsidiaries (including the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations ) or to apply for employment. (b) Executive shall not at any time during the period of his or accept employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) Competitive Enterprise. For purposes of this Section 5 and in consideration of this Agreement, this non(A) all references to the “Company” shall mean CUB and its Subsidiaries prior to the Effective Time and Parent and its Subsidiaries at and following the Effective Time, (B) “Person” shall mean any individual, bank, corporation (including not-solicitation agreement has been separately negotiated and bargained for-profit), and constitutes a substantial portion joint-stock company, general or limited partnership, limited liability company, joint venture, estate, business trust, trust, association, organization, firm or other entity or business of any kind or nature, (C) “Competitive Enterprise” shall mean (1) any banking organization that competes anywhere within CUB’s “footprint” (i.e., where CUB or any of its Subsidiaries regularly conducted business prior to the Effective Time) with any of the consideration for this Agreement.business activities engaged in by CUB or any of its Subsidiaries prior to the Effective Time or (2) any entity or business attempting to acquire an interest in a banking organization described in clause (1); (D) “Client” shall mean any client of CUB or any of its Subsidiaries to whom Key Person, in his or her capacity as an

Non-Solicitation. (a) Executive For a period commencing on the date of this Agreement and ending on the second anniversary of the Closing Date (the “Nonsolicitation Period”), neither Buyers nor the Company shall, directly or indirectly, for itself or on behalf of or in conjunction with any other person (other than as a holder of not more than one percent (1%) of the outstanding stock of a corporation), nor shall not it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of Parent, for the purpose or with the intent of soliciting such employee away from or out of the employ of Parent, or employ or offer employment to any person who was or is employed by Parent unless such person shall have ceased to be employed by Parent for a period of at least six months; provided, that, at the request of any Buyer or any Affiliate thereof, Parent may, in its sole discretion, determine to waive this provision with respect to one or more such employees of Parent, such waiver to be evidenced in a writing delivered by Parent to such Buyer; provided, further, that notwithstanding anything to the contrary in this Agreement, for a period of six (6) months after the Closing the Company may solicit up to an aggregate of ten (10) employees of Parent (excluding employees of Parent employed by Force or any of its subsidiaries) for purposes of post-Closing employment with the Company and; provided, further, that in the event Buyers or the Company hire any such employee at any time during the period of his employment with the CompanyContinuation Period, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent such employee shall be deemed to be a “Transferred Employee” for all purposes hereunder as of the Company, on behalf respective date of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employmenthire. (b) Executive During the Nonsolicitation Period, Parent shall not, directly or indirectly, for itself or on behalf of or in conjunction with any other person (other than as a holder of not more than one percent (1%) of the outstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who is, at any the time during the period person is called upon, an employee of his employment the Company, for the purpose or with the intent of soliciting such employee away from or out of the employ of the Company, or during employ or offer employment to any person who was or is employed by the Non-Solicitation PeriodCompany unless such person shall have ceased to be employed by the Company, without as applicable, for a period of at least six (6) months; provided, that, at the prior written consent request of Parent, any Buyer may, in its sole discretion, determine to waive this provision with respect to one or more such employees of the Company, solicit for his own use, or for the use of any company or person such waiver to be evidenced in a writing delivered by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge such Buyer to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicParent. (c) Executive The foregoing Sections 5.11(a) and (b) shall not, during not be deemed to prohibit any person from engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not targeted towards employees of Parent (in the Non-Solicitation Period, in any way defame case of Section 5.11(a)) or the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor (in the case of the Company so as to affect adversely the goodwill or business of the CompanySection 5.11(b)). (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 5.11, references to “Parent” shall mean Parent, together with its Affiliates (excluding the Company Entities and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated Parent Brazil with respect to the Brazilian Operations) and bargained for, and constitutes a substantial portion references to the Company shall mean each of the consideration for this AgreementCompany Entities, Parent Brazil with respect to the Brazilian Operations and Brazil NewCo, as of and after the BRT Date.

Non-Solicitation. (a) Executive shall not at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section Paragraph 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Because of the Company's legitimate business interest and the valuable consideration offered to the Executive shall to which the Executive would not at any time during otherwise be entitled, including as described in Section 4 and 8, and except where prohibited by state or local law, the Executive covenants and agrees that for a period of his employment with the Company, or during the one (1) year period immediately following after the Executive ceases to be employed by the Company, the Executive will not, for his Termination or herself, as an agent or employee, or on behalf of Employment any person, association, partnership, corporation or other entity, directly or indirectly, solicit the business, or aid to assist anyone else in the solicitation of business from, any customer or prospective customer of the Company or supplier of parts used in the manufacturing of products by the Company with whom the Executive had direct or indirect contact or about whom the Executive may have acquired any knowledge while employed by or through the Executive's employment with the Company. The Executive also agrees that, during the Executive's employment with the Company and for one ("Non-Solicitation Period"), without 1) year after the prior written consent of Executive ceases to be employed by the Company, on behalf of himself the Executive will not, directly or indirectly: solicit or induce, or attempt to solicit or induce, any other person, solicit for employment or employ any employee of the current officers Company to leave the Company for any reason whatsoever, or employees hire or participate in the hiring or interviewing of any employee of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with or provide names or other information about the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or 's employees for the use purpose of any company assisting others to hire or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of interview such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) employees. For purposes of this Section 5 and in consideration paragraph, a Company employee means any person who is a then-current Company employee or was employed by the Company within the six (6) months preceding any alleged solicitation of any action by the Executive that violates this Agreement, covenant. The Executive acknowledges that this non-solicitation agreement has been separately negotiated and bargained forcovenant is reasonable, and constitutes a substantial portion of that the Executive has received sufficient consideration for the covenants contained herein. The Executive agrees that a court may modify any provision herein that it deems unreasonable or unenforceable, and the remainder shall remain in full force and effect. The Executive acknowledges that, if required by applicable law, the Company advised the Executive to consult with an attorney before agreeing to this Agreementcovenant and provided the Executive with at least 14 days to review and consider this covenant before agreeing to it.

Non-Solicitation. You agree that, while you are employed by any System Company and during the Non-Compete Period (aor, if later, the last day you are scheduled to receive cash severance payments from your System Company employer pursuant to any severance plan or other agreement), except in the good faith performance of your duties to the System Companies, you shall not, other than as authorized in writing by the General Counsel of the Company: (I) Executive shall not directly or indirectly advise, solicit, induce, hire, encourage or assist in the hiring process, or advise, cause, encourage or assist others to solicit, induce or hire, any employee or consultant of any System Company or any individual who was an employee or consultant of any System Company at any time during the six-month period immediately prior to such action or (II) induce, encourage, persuade or cause others to induce, encourage, or persuade any employee or consultant of his employment any System Company to cease providing services to any System Company or in any way to modify such employee’s or consultant’s relationship with any System Company or (III) within the Restricted Territory, directly or indirectly solicit the trade, business or patronage of any clients, customers or vendors or prospective clients, customers or vendors of any System Company to provide competing products or services or advise, or assist such clients, customers or vendors or prospective clients, customers or vendors to in any way modify their relationship with any System Company. The foregoing non-solicitation (I) shall not be violated by general advertising not targeted at the forgoing persons or entities; (II) shall not apply to solicitation of persons involuntarily terminated from System Company employment; and (III) shall only apply to persons or entities (x) who reported directly or indirectly to you; (y) with whom you had material contact while at a System Company; or (z) about whom or which you possessed (1) information regarding quality of performance while they were employed by a System Company, which information you would not otherwise have except for the position you held with a System Company, or during the one (12) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employmentConfidential Information. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive Except as necessary, appropriate or desirable to perform his duties to the Company during his employment, Barrack shall not at any time during the period Restricted Period, without CFI’s prior written consent, (i) directly or indirectly, on his own behalf or for any other Person, knowingly (A) solicit or induce any (x) officer, or director, or (y) employee or independent contractor of the Company who is a natural person that provides consulting or advisory services with respect to sourcing or consummating financings or investments, in either case, to terminate his employment or her relationship with the Company, or (B) hire any such individual whom Barrack knows left the employment of the Company during the one previous 12 months or (1ii) year period immediately following directly or indirectly, on his Termination of Employment own behalf or for any other Person, solicit or induce any investors to terminate (or diminish in any material respect) his, her or its relationship with the Company ("NonCompany. For the avoidance of doubt, identification or doing business with or co-Solicitation Period")investing with any limited partners, without the prior written consent investors, financing sources or capital markets intermediaries with regard to activity that is not prohibited by Section 3 above shall not be deemed to be a breach of this Section 4 or otherwise. Barrack shall not be in violation of this Section 4 by reason of providing a personal reference for any officer, director or employee of the Company, on behalf of himself Company or any other person, solicit soliciting individuals for employment or employ any of the current officers through a general advertisement not targeted specifically to officers, directors or employees of the Company. This Section 4 shall not prohibit Barrack from (x) soliciting or hiring any of the Persons listed on Exhibit 2 attached hereto or (y) engaging the services of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ during their employment with CFI solely in connection with Permitted Activities engaged in by Barrack; provided, however, that nothing contained herein shall prohibit Executive from hiring with respect to clause (y), such employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment will only provide services in connection with the Company, or during the Non-Solicitation Period, without the Permitted Activities consistent with services provided prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the managementEffective Date. In addition, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall notexcept as otherwise provided in this Section 4, during the Non-Solicitation Restricted Period, in the event that Barrack engages the services of any way defame the Company or disparage its business capabilities, products, plans or management to Business Employee in connection with any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of CC following the Company. Effective Date or in connection with the Permitted Activities engaged in by Barrack, Barrack shall pay a reasonable fee (dbased on such Business Employee’s then current compensation and cost of providing benefits, relative to the amount of such Business Employee’s business time spent performing such services to Barrack) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason the services of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionBusiness Employee. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive During the period that this Agreement is in effect and for the five (5) year period immediately following termination of this Agreement, Agent shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of, or consultant of Bankcard Solutions or its subsidiaries to leave the employ of, or consultancy to, Bankcard Solutions or its subsidiaries, or in any way interfere with the relationship between Bankcard Solutions or its subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee of, or consultant to Bankcard Solutions or its subsidiaries at any time during the period of his employment with the Company, or during the one (1) year twelve-month period immediately following his Termination the last date of Employment with the Company ("Non-Solicitation Period"), employment of such person by Bankcard Solutions without the prior written consent of Bankcard Solutions; (iii) call on, solicit or service any customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, Agent or other business relation of Bankcard Solutions or its respective subsidiaries in order to induce or attempt to induce such person to cease doing business with Bankcard Solutions or its subsidiaries, or in any way interfere with the Companyrelationship between any such customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, Agent or other business relation and Bankcard Solutions or its subsidiaries (including, without limitation, making any negative statements or communications about Bankcard Solutions or its subsidiaries); or (iv) call on, solicit, or take away or attempt to call on, solicit, or take away any of Bankcard Solutions’ customers, referral partners, affiliates, agents and vendors on whom Agent called or with whom Agent became acquainted during its contractual relationship with Bankcard Solutions, either on its behalf or that of himself or any other person, solicit for employment firm, or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employmentcorporation. (b) Executive shall not If, at any the time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent enforcement of the Companycovenants contained in this section above (the “Protective Covenants”), solicit for his own usea court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the use stated duration, scope or area and that the court shall be allowed to revise the Protective Covenants to cover the maximum duration, scope and area permitted by law. Agent agrees that the Protective Covenants are reasonable in terms of any company duration, scope and area restrictions and are necessary to protect the goodwill of Bankcard Solutions’ businesses and agrees not to challenge the validity or person by whom he is employed, or for whom he may be acting, any enforceability of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicProtective Covenants. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he will become familiar with the Company's trade secrets and with other confidential information concerning the Company and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that: ​ (a1) during the Employment Period and for one year thereafter (the "Noncompete Period"), Executive shall not, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any enterprise in the business of “the content repurposing, article and copyrighted content, reprinting market”, in each case within any county of any state in the United States or other geographical area of any foreign country in which the Company or any of its subsidiaries or affiliates engage (or have plans to engage in such businesses as of the date of termination) during the Noncompete Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation; (2) during the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the period term of Executive's employment, and/or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company); (3) if, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 7 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel; (4) in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violation of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured; and (5) the provisions of this Section 7 are in consideration of: (i) employment with the Company, or during (ii) the one agreement to purchase Executive's ownership interest in certain assets pursuant to the October 31, 2012 Asset Purchase Agreement, and (1iii) year period immediately following his Termination of Employment with additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in this Section 7 and in the Proprietary Information and Inventions Agreement do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive's ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company ("Non-Solicitation Period"), without the prior written consent and/or its affiliates of the Companynon-enforcement of this Section 7 and/or the Proprietary Information and Inventions Agreement outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, on behalf Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees confidential and proprietary information of the Company when such employment results from general solicitations for employmentnow existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (b6) Executive shall This section 7(b) does not at any time during the period of his attempt to restrict post-employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge opportunities of Executive which is not freely available to that would otherwise violate the publicprovisions of California Business & Professions Code Section 16600. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. By executing this Agreement, Executive acknowledges that he understands that the Company's ability to operate its businesses depends upon its ability to attract and retain skilled people and that the Company has and will continue to invest substantial resources in training such employees. For a period of twelve (a12) months following the Termination Date, Executive shall not at directly or indirectly, individually or on behalf of other persons or entities, solicit or induce or attempt to solicit or induce or hire any person engaged or employed (whether part-time during the period of his employment with or full-time) by the Company, including as an independent contractor, adviser or during consultant to leave the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")employ of, without the prior written consent of or cease providing services to, the Company, on behalf of himself as the case may be, or in any other person, solicit for employment manner seek to engage or employ any of such person (whether or not for compensation) as an officer, employee, consultant, adviser, independent contractor or otherwise, such that such person would thereafter be unable to devote the current officers or employees of same business time, attention, energies, abilities and efforts to the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with business then conducted by the Company, as the case may be, as was theretofore devoted. In the event that Executive breaches or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, threatens to breach any of the current customers covenants contained herein, the Company shall be entitled to seek a temporary or permanent injunction against Executive prohibiting any further violation of any such covenants, it being acknowledged and agreed that any such breach of the Company, nor shall he divulge covenants will cause irreparable harm to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a the remedy at law for any breach or threatened breach of such covenants would be inadequate to compensate protect the Company for its losses by reason interests of such breach and therefore that the Company shall, Company. The injunctive or equitable relief provided herein shall be in addition to any rights and remedies available under this Agreementaward of damages, at law compensatory, punitive, exemplary or otherwise, to which the Company may be entitled and shall not be construed to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to limit the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion right of the consideration for this AgreementCompany to collect such damages.

Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder. Executive acknowledges that in the course of his employment with the Company or any of its Affiliates he shall become familiar and during his employment with the Company and RSI prior to the date hereof he has become familiar with RSI’s and the Company’s trade secrets and with other Confidential Information and Work Product concerning the Company, its Affiliates and RSI, including, without limitation. Confidential Information and Work Product and that his services have been and shall be of special, unique and extraordinary value to the Company, its Affiliates and RSI. Therefore, Executive agrees that during the period beginning on the date hereof and ending on the two (2) year anniversary of the termination of the Employment Period (the “Non-solicitation Period”), he shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company (or any of its Subsidiaries or any of its other Affiliates to which Executive provides executive services (each Subsidiary and Affiliate, together with RSI, a “Designated Affiliate”) to leave the employ of the Company or such Designated Affiliate; (ii) hire or employ any person who was an employee of the Company or any Designated Affiliate at any time during the Employment Period, provided that such restriction shall not apply to any person who was not an employee of the Company or a Designated Affiliate for a twelve-month period prior to the making of his employment with the Companysuch offer to hire; (iii) call on, solicit, or service any customer, supplier, licensee, licensor or other business relation or prospective client of the Company or any Designated Affiliate with respect to products and/or services that are to have been provided by the Company or its Designated Affiliate during the one twelve-month period prior to the termination of the Employment Period, or which the Company or its Designated Affiliates is currently in the process of developing; or (1iv) year period immediately following his Termination induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of Employment the Company or any of its Designated Affiliates to cease doing business with the Company ("Non-Solicitation Period"), without or such Designated Affiliate. For the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated “RSI” shall mean Rackable Systems, Inc. and bargained forits predecessors, and constitutes a substantial portion of the consideration for this Agreementpredecessor in interest to the Company’s business.

Non-Solicitation. (a) The Executive acknowledges that, in the course of employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’ and its Affiliates’ and their predecessors’ trade secrets and with other confidential information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, in order to protect the Company’s interest in both its Confidential Information, and the near permanent relationship that it has providing professional services to its customers, the Executive agrees that during the Employment Period and for One (1) year thereafter (the “Non-Solicit Period”, subject to automatic extension during the period of a violation of this Section 7), he shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand and any employee thereof, on the other hand. (ii) solicit for hire or hire any person who was an employee of the Company or any Affiliate until Six (6) months after such individual’s employment relationship with the Company or any Affiliate has been terminated, provided that the Executive may hire any such person (so long as such person is not a manager or executive officer of the Company or any Affiliate) who respond to a general advertisement offering employment. (iii) solicit, induce or attempt to solicit or induce any of the current or former customers of the Company and/or any Affiliate that were a customer at any time during the period starting Six (6) months before the Employment Period and ending Six (6) months after termination of his employment with this Agreement or (each, a “Customer,” and collectively, the Company, “Customers”) to cease or during the one (1) year period immediately following his Termination of Employment reduce doing business with the Company ("Non-Solicitation Period"), without or such Affiliate or in any way interfere or attempt to interfere with the prior written consent of the Companyrelationship between any such Customer, on behalf of himself the one hand, and the Company or any such Affiliate, on the other person, solicit for employment or employ any of the current officers or employees of the Companyhand; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment.or (b) The Executive shall not at any time during understands that the period of foregoing restrictions may limit his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge ability to any other person any information or fact relating earn a livelihood in a business similar to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which and it Affiliate, but he nevertheless believes that he has heretofore received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or which may hereafter come as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the knowledge Executive does not believe would prevent him from otherwise earning a living. The Executive further understands that the provisions of Executive which is not freely available Sections 5 through 7 are reasonable and necessary to preserve the publiclegitimate business interests of the Company and Affiliates. (c) The Executive shall notinform any prospective or future employer of any and all restrictions contained in this Agreement and provide such employer with a copy of such restrictions (but no other terms of this Agreement), during prior to the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor commencement of the Company so as to affect adversely the goodwill or business of the Companythat employment. (d) The Executive covenants and agrees that the restrictions are reasonable and necessary, are valid and enforceable under New York law, and do not impose a breach greater restraint than necessary to protect the Company’s legitimate business interests. If, at the time of these subparagraphs (a)enforcement of Sections 5 through 7, (b) or (c) would immediately a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Executive and irreparably harm the Company and agree that a remedy at law would the maximum period, scope or geographical area reasonable under such circumstances shall be inadequate substituted for the stated period, scope or area so as to compensate protect the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctiongreatest extent possible under applicable law. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (ai) The Executive shall not at any time during specifically acknowledges that the period Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of his employment with the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that during the Term of this Agreement and for a period of one (1) year period immediately following his Termination after the Date of Employment with the Company ("Non-Solicitation Period")Termination, without the prior written consent of the Companyhe will not, except on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment or with the Company’s express written consent, solicit, either directly or during the Non-Solicitation Periodindirectly, without the prior written consent of the Company, solicit for on his own use, behalf or for the use on behalf of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person or entity, any information or fact relating customers with whom he had contact before the Date of Termination to the management, business (including prospective business), finances, its customers or the terms of take any of the contracts of the Company action which has heretofore or which may hereafter come could reasonably be expected to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to adversely affect adversely the goodwill or business of the Company. (dii) The Executive covenants specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term of this Agreement, and until for a breach period of these subparagraphs one (a)1) year after the Date of Termination, (b) the Executive will not directly or (c) would immediately and irreparably harm indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and the Executive agrees that during the Term of this Agreement, and for a remedy at law would be inadequate to compensate period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any vendor or supplier of the Company for its losses by reason the purpose of such breach and therefore either providing products or services to do a business competitive with that of the Company shall, or terminating or changing (in addition to any rights and remedies available under this Agreement, at law an adverse manner) such vendor’s or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) supplier’s relationship or (c), and Executive hereby consent to agency with the issuance of such injunctionCompany. (eiv) For purposes of this Section 5 and in consideration of this Agreement12(a), this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion references to the Company mean the Company or any existing future subsidiary of the consideration for this AgreementCompany and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company.

Non-Solicitation. (a) Executive shall not at any time during During the Employment Term and for a period of his employment twelve (12) months following any termination of such employment, Employee shall not, except on behalf of or with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, directly or indirectly: (1) entice or induce, or attempt to entice or induce, any employee of the Company to leave such employ, or employ any such person in any business similar to or in competition with that of the Company. Employee hereby acknowledges and agrees that the provisions set forth in this subsection 11.2 constitute a reasonable restriction on his ability to compete with the Company, or (2) (i) solicit, take away, attempt to take away, divert, or attempt to divert any Protected Customer (as defined below) from the Company or its Affiliates, (ii) induce, attempt to induce or aid any pin inducing any Protected Customer to cease doing business with the Company or any of its Affiliates or in any way interfere with the relationship between any Protected Customer and the Company or any or its Affiliates, or (iii) be employed by or act as a consultant for any Person which directly, or through any of its Affiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any Protected Customer from the Company or any of its Affiliates. (b) Before Employee becomes employed by or becomes a consultant for a Person during a Non-Solicitation Period, Employee shall inform such Person of the provisions of this Section 11.2 and, if within the first year following Employee's termination of employment with the Company, shall cause such Person to sign a document acknowledging this provision and agreeing with the Company, on behalf of himself itself and its Affiliates, to abide to the terms of such obligation to not solicit, take away, attempt to take away, divert or attempt to divert, any other personProtected Customer, solicit for employment or employ any of the current officers or employees of and deliver such document to the Company; provided. Provided, however, that nothing contained herein shall prohibit Executive prevent such Person employing Employee from hiring employees continuing to provide services to any individual or other entity that was a customer of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during Person prior to the period date of his the termination of Employee's employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement "Protected Customer" means (i) any Person or its/his/her Affiliate for whom the Company or any of its Affiliates has been separately negotiated and bargained forprovided wealth management, and constitutes investment, banking, trust, insurance or other financial services during the Employment Term or (ii) any Person or its/his/her Affiliate whom the Company or any of its Affiliates had made a substantial portion proposal to provide wealth management, investment, banking, trust, insurance or other financial services at anytime within six (6) months preceding the termination of Employee's employment with the consideration for this AgreementCompany.

Non-Solicitation. (a) Executive shall not at any time In consideration of the benefits provided for in the Employment Offer, you further covenant and agree that during the period of his your employment with the Company, or during the and for a period of one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")thereafter, you shall not, without the prior written consent permission of the Company, on behalf (i) directly or indirectly solicit, employ or retain, or have or cause any other person or entity to solicit, employ or retain, any person who is employed or is providing services to the Group at the time of himself the termination of your employment or was or is providing such services within the twelve (12) month period before or after the termination of your employment or (ii) request or cause any employee of the Group to breach or threaten to breach any terms of said employee's agreements with the Group or to terminate his employment with the Group. In consideration of the benefits provided for in the Employment Offer, your further covenant and agree that during the period of your employment and for a period of one (1) year thereafter, you will not, for yourself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly: (i) solicit for employment or employ accept any business that is directly related to the business of the Group from any person or entity who, at the time of, or at the time during the twenty-four (24) month period preceding, termination was an existing or prospective customer or client of the Group; (ii) request or cause any of the current officers Group's clients or employees customers to cancel, terminate or change the terms of any business relationship with the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time Group involving services or activities which were directly or indirectly your responsibility during the period of his your employment or (iii) pursue any Group project known to you upon termination of your employment that the Group is actively pursuing (or was actively pursuing within six months of termination) while the Group is (or is contemplating) actively pursuing such project. ◦ Intellectual Property: The Company and you agree that any work of authorship, invention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method or other work product whatever (whether patentable or subject to copyright, or not, and hereinafter collectively called "discovery") related to the business of the Group that you, either solely or in collaboration with others, have made or may make, discover, invent, develop, perfect, or reduce to practice during the course of the period of your employment, whether or not during regular business hours and created, conceived or prepared on the Group's premises or otherwise shall be the sole and complete property of the Group. More particularly, and without limiting the foregoing, you agree that all of the foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought), (ii) marks, names, or logos (whether or not registrable as trade or service marks, and without regard to whether registration therefor is ever sought), (iii) works of authorship (without regard to whether any claim of copyright therein is ever registered), and (iv) trade secrets, ideas, and concepts ((i) - (iv) collectively, "Intellectual Property Products") created, conceived, or prepared on the Group's premises or otherwise, whether or not during normal business hours, shall perpetually and throughout the world be the exclusive property of the Group, as shall all tangible media (including, but not limited to, papers, computer media of all types, and models) in which such Intellectual Property Products shall be recorded or otherwise fixed. You further agree promptly to disclose in writing and deliver to the Company all Intellectual Property Products created during your engagement by the Company, whether or not during normal business hours. You agree that all works of authorship created by you during your engagement by the Company shall be works made for hire of which the Group is the author and owner of copyright. To the extent that any competent decision-making authority should ever determine that any work of authorship created by you during your engagement by the Company is not a work made for hire, you hereby assign all rights, titles and interests in the copyright therein, in perpetuity and throughout the world, to the applicable Group entity. To the extent that the Employment Offer does not otherwise serve to grant or otherwise vest in the Group all rights in any Intellectual Property Product created by you during your engagement by the Company, you hereby assign all rights, titles and interests therein, in perpetuity and throughout the world, to the Company. You agree to execute, immediately upon the Company's reasonable request and without charge, any further assignments, applications, conveyances or other instruments, at any time after execution hereof, whether or not you are engaged by the Company at the time such request is made, in order to permit the Group and/or its respective assigns to protect, perfect, register, record, maintain, or enhance their rights in any Intellectual Property Product; provided, that, the Company shall bear the cost of any such assignments, applications or consequences. Upon the termination of your employment with the CompanyCompany for any reason whatsoever, or during and at any earlier time the Non-Solicitation PeriodCompany so requests, without you will immediately deliver to the prior written consent custody of the Company, solicit for his own use, or for person designated by the use Company all originals and copies of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any documents and other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts property of the Company in your possession, under your control or to which has heretofore or which you may hereafter come to the knowledge of Executive which is not freely available to the publichave access. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (ai) Executive shall Employee acknowledges that Company’s relationships with its customers, employees, and other business associations are among Company’s most important assets and that developing, maintaining, and continuing such relationships is one of Company’s highest priorities. Employee further understands Employee will be relied upon to develop and to maintain such relationships on behalf of Company throughout the course of Employee’s employment with Company. (ii) Employee agrees that for a period of 24 months after the termination of Employee’s employment with Company for any reason, Employee (1) will not employ, hire, or respond to any inquiry from any individual who is an employee of Company at the time Employee executes this Agreement or at any time during thereafter; (2) will not assist, either directly or indirectly, in the employment or hiring of any individual who is an employee of Company at the time Employee executes this Agreement or at any time thereafter; and/or (3) will not recruit, solicit, or induce, or attempt to recruit, solicit, or induce any individual who is an employee of Company at the time Employee executes this Agreement or at any time thereafter to terminate his/her employment with, or otherwise cease a relationship with, Company for any reason. (iii) Employee agrees that for a period of his 24 months after the termination of Employee’s employment with the CompanyCompany for any reason, or during the one Employee (1) year period immediately following his Termination will not have any business relation with any customers, licensors, or accounts of Employment with the Company ("Non-Solicitation Period")or any prospective customers, without the prior written consent licensors, or accounts of the Company, Company other than on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Periodand (2) will not solicit, without the prior written consent of the Company, solicit for his own usedivert, or for the use of any company or person by whom he is employedtake away, or for whom he may be actingattempt to divert, any of solicit, or take away, the current customers of the Company, nor shall he divulge to any other person any information business or fact relating to the management, business (including prospective business), finances, its customers or the terms patronage of any of the contracts customers, licensors, or accounts of Company or any of the Company which has heretofore prospective customers, licensors, or which may hereafter come to the knowledge accounts of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during During the period of his the Executive’s employment by the Company, whether pursuant to this Agreement or otherwise, and for the twelve (12) -month period following the termination of the Executive’s employment with the CompanyCompany for any reason, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")Executive will not, without the prior written consent of the Company, on behalf directly or indirectly: (i) influence or attempt to influence any customer of himself the Company or any of its affiliates to discontinue its use of the Company’s (or such affiliate’s) services or to divert such business to any other person, solicit for employment firm or employ corporation; provided; however, that a broad and general advertisement or solicitation not specifically targeting or intending to target customers of the Company or any of its affiliates shall not be deemed a violation of this Section 8; or (ii) interfere with, disrupt or attempt to disrupt the current officers relationship, contractual or employees otherwise, between the Company or any of its affiliates and any of its respective employees, customers, suppliers, lessors or licensors. Efforts by the Executive, whether direct or indirect, (A) to solicit or assist any other person or entity in soliciting any employee of the Company or any of its affiliates to perform services for any entity (other than the Company or any of its affiliates) or (B) to encourage any employee of the Company; provided, howeveror any of its affiliates to leave their employment with the Company or any of its affiliates shall be in violation of this Section 8. A person’s response to a broad and general advertisement or solicitation, that nothing contained herein shall prohibit Executive from hiring not specifically targeting or intending to target employees of the Company when such employment results from general solicitations for employmentor any of its affiliates shall not be deemed a violation of this Section 8. (b) In the event the Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, materially breaches any of the current customers of provisions contained in Section 8(a) hereof and the CompanyCompany seeks compliance with such provisions by judicial proceedings, nor the time period during which the Executive is restricted by such provisions shall he divulge to any other person any information or fact relating to be extended by the management, business (including prospective business), finances, its customers or time during which the terms Executive has been in violation of any such provision and any period of litigation required to enforce the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicExecutive’s obligations under this Agreement. (c) The Executive shall not, during the Non-Solicitation Period, in any way defame and the Company intend that Section 8 of this Agreement be enforced as written. However, if one or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor more of the Company so as provisions contained in Section 8 shall for any reason be held to affect adversely the goodwill or business be unenforceable because of the Company. (d) duration or scope of such provision or the area covered thereby, the Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and agree that a remedy at law would be inadequate the court making such determination shall have the full power to compensate reform, by “blue penciling” or any other means, the Company for its losses by reason duration, scope and/or area of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 provision and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated its reformed form such provision shall then be enforceable and bargained for, and constitutes a substantial portion of shall be binding on the consideration for this Agreementparties.

Non-Solicitation. (a) Executive shall As a separate and independent covenant, the Seller agrees with the Purchaser that, for a period of three years following the Closing (the “Restricted Period”), the Seller will not at in any time way, directly or indirectly, for the purpose of conducting or engaging in any business that manufacturers, produces or supplies products or services of the kind manufactured, produced or supplied by the Company or any Subsidiary as of the Closing, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of the Company or any Subsidiary, with whom the Company or any Subsidiary or the Seller had any dealings during the period of his employment time in which the Company was an Affiliate of the Seller or take away or interfere or attempt to interfere with any trade, business or patronage of the CompanyCompany or any Subsidiary, or during interfere with or attempt to interfere with any officers, employees, representatives or agents of the one (1) year period immediately following his Termination Company or any Subsidiary, or induce or attempt to induce any of Employment them to leave the employ of the Company or any Subsidiary or violate the terms of their contracts, or any employment arrangements, with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employmentSubsidiary. (b) Executive The Restricted Period shall not at any time during be extended by the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use length of any company or person by whom he period during which the Seller is employed, or for whom he may be acting, any in breach of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicthis Section 5.09. (c) Executive shall not, during The Seller acknowledges that the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor covenants of the Company so as to affect adversely Seller set forth in this Section 5.09 are an essential element of this Agreement and that, but for the goodwill or business agreement of the Company. Seller to comply with these covenants, the Purchaser would not have entered into this Agreement. The Seller acknowledges that (di) Executive covenants this Section 5.09 constitutes an independent covenant that shall not be affected by performance or nonperformance of any other provision of this Agreement by the Purchaser. The Seller has independently consulted with its counsel and after such consultation agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, covenants set forth in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 4.08 are reasonable and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreementproper.

Non-Solicitation. (a) Executive For a period of five (5) years (the “Restricted Period”) following the Closing, Seller shall not, nor shall it permit any Affiliate thereof (Seller and such Affiliates, a “Restricted Party”) to, directly or indirectly through any Person or contractual arrangement: (i) induce or attempt to induce any executive employee of any Group Company to leave the employ thereof, or hire any such person, provided that the foregoing shall not at prohibit a Restricted Party from (A) engaging in general solicitations of employment (including, but not limited to, by professional search firms), and hiring any time during person who responds thereto or (B) the period solicitation or hiring of his any person whose employment with the a Group Company (x) was terminated by such Group Company, or during (y) in the one case of voluntary separation from employment, ended at least six (16) year period immediately following his Termination months prior to such solicitation or hiring; or (ii) induce or attempt to induce any franchisee, supplier, licensee, consultant or other Person to cease doing business with any Group Company or otherwise interfere with any Group Company’s relationship with any such Person; provided that the foregoing shall not prohibit a Restricted Party from engaging in any ordinary course commercial practice so long as such practice is not taken with intent to induce such Person to cease doing business with a Group Company and/or with intent to otherwise interfere with any Group Company’s relationship with such Person (it being understood, for the avoidance of Employment doubt, that this proviso does not apply to the activities restricted by subclause (iii) below); or (iii) induce or attempt to induce any franchisee of any Group Company to (x) at any of their then-current location(s) where they operate as a franchisee of any Group Company, conduct or engage in any business operations other than as a franchisee of a Group Company or (y) at any other location(s), conduct or engage in any restaurant operation (whether as a franchisee or otherwise) whose principal menu items overlap or otherwise compete in any material respects with the Company ("Non-Solicitation Period"), without the prior written consent principal menu items of the such franchisee’s operations as a franchisee of a Group Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent None of the CompanySeller, solicit for his own use, Buyer or for the use any of any company or person by whom he is employed, or for whom he may be acting, their respective Affiliates shall disparage any of the current customers foregoing parties in any way that could adversely affect the goodwill, reputation or business relationships of such parties with the Companypublic generally, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of with any of the contracts of the Company which has heretofore their franchisees, customers, suppliers or which may hereafter come to the knowledge of Executive which is not freely available to the publicemployees. (c) Executive shall not, during It is the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor desire and intent of the Company so as parties that the provisions of this Section 8.2 shall be enforced to affect adversely the goodwill fullest extent permissible under the applicable Laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision of this Section 8.2 is adjudicated to be invalid or business unenforceable and cannot be otherwise modified or amended to make it valid and enforceable, then this Section 8.2 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable; such amendment to apply only with respect to the operation of this Section 8.2 in the Companyparticular jurisdiction in which such adjudication is made. (d) Executive covenants The parties recognize that the performance of the obligations under this Section 8.2 by the Restricted Parties is special, unique and extraordinary in character. Each Restricted Party acknowledges and agrees that irreparable injury will result to Buyer, the Group Companies and their business in the event of a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm any of the Company provisions of this Section 8.2 and that a Buyer, the Group Companies and their business will have no adequate remedy at law would be inadequate to compensate with respect thereto. Accordingly, in the Company for its losses event of the breach by reason a Restricted Party of such breach the terms and therefore that the Company shallconditions of this Section 8.2, in addition to any rights and remedies available under this Agreementother legal or equitable remedy that Buyer may have, at law or otherwise, (i) Buyer shall be entitled to obtain damages for any breach of this Section 8.2 and (ii) without having to demonstrate (1) the inadequacy of money damages, (2) the likelihood of success on the merits, (3) damages, (4) irreparable harm, or (5) that the harm from not issuing the injunction outweighs the harm from issuing the injunction, and (to the extent permitted by applicable Law) without posting a bond or other security, Buyer shall be issued entitled to (A) enforce the specific performance of each provision of this Section 8.2 by any the Restricted Parties or (B) enjoin the Restricted Parties from violating the terms of this Section 8.2, including through entry of a preliminary injunction or a permanent injunction by a court of competent jurisdiction enjoining jurisdiction. Each Restricted Party agrees, on behalf of itself and restraining Executive from committing any violation of these subparagraphs (a)its Affiliates, (b) or (c), and Executive hereby consent to submit to the issuance jurisdiction of such injunctioncourt in any such Action. (e) For purposes If a Restricted Party violates any provision of this Section 5 and in consideration 8.2, then the Restricted Period shall be automatically tolled to account for the period of this Agreementviolation (including until all appeals, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreementif any) are resolved.

Non-Solicitation. For a period of twelve (a12) Executive months following your Separation Date, you shall not not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor, or in any other capacity whatsoever: (i) recruit, solicit, or hire any employee, consultant, agent, director or officer of the Company or contact, recruit, solicit or induce, or attempt to contact, recruit, solicit or induce, any employee, consultant, agent, director or officer of the Company to terminate his/her employment with, or otherwise adversely change, reduce, or cease any relationship with, the Company; (ii) solicit, encourage, or induce, or cause to be solicited, encouraged or induced, any franchisee, partner, joint venture, supplier, vendor or contractor who conducted business with the Company at any time during the two year period preceding the termination of his your employment with the Company, to terminate or during the one (1) year period immediately following his Termination of Employment adversely modify any business relationship with the Company or not to proceed with, or enter into, any business relationship with the Company, or ("Non-Solicitation Period")iii) contact, without the prior written consent solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers Company’s business with such clients, customers or employees accounts, except as agreed upon in writing signed by a duly authorized officer of the Company; provided. If any restriction set forth in this paragraph is found by any court to be unenforceable because it is overbroad in any manner, howeversuch restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area which the court finds to be enforceable. You acknowledge that nothing the restrictions contained herein shall prohibit Executive from hiring employees in this paragraph are necessary for the protection of the business and goodwill of the Company when and are considered by you to be reasonable for such employment results purpose. You acknowledge that the restrictions contained in this paragraph extend to and expressly prohibit conduct via social media that would violate this paragraph. You further acknowledge that the restrictions set forth in this paragraph do not prevent you from general solicitations for employment. earning a livelihood nor unreasonably impose limitations on your ability to earn a living. As used in this agreement the term “client,” “customer,” or “accounts” shall include: (bi) Executive shall not any person or entity that is a client, customer or account of the Company on the date hereof or becomes a client, customer or account of the Company during the covered period; (ii) any person or entity that was a client, customer or account of the Company at any time during the two-year period preceding the date of your termination; and (iii) any prospective client, customer or account to whom the Company has made a presentation (or similar offering of services) within a period of his employment with 180 days preceding the Company, or during the Non-Solicitation Period, without the prior written consent date of the Company, solicit for his own use, or for the use termination of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicyour employment. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall During the period commencing on the date hereof and ending on the last day of the twelfth (12th) full calendar month following the Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, Employee hereby covenants that he will not, directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of his Employee's employment with the Company, or during the one (1) year period immediately following his Termination of Employment with any business planned by the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his Employee's employment with the Company or (ii) cease doing business with the Company, and Employee agrees that he will not assist any person or during entity in taking any action described in the Non-Solicitation Periodforegoing clauses (i) and (ii). For purposes of this Section 6, without (A) a “Customer” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior written consent thereto, shall be or shall have been a customer, distributor or agent of the Company or shall be or shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or agent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business ; and (including prospective business), finances, its customers or the terms of any of the contracts B) a “Supplier” of the Company which has heretofore means any person, corporation, partnership, trust, division, business unit, department or which may hereafter come to agency which, at the knowledge time of Executive which is not freely available to the public. (c) Executive termination or within one year prior thereto, shall not, during the Non-Solicitation Period, in any way defame the Company be or disparage its business capabilities, products, plans or management to any customer, potential customershall have been a supplier, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill manufacturer or business developer for any product or service or significant component used in any product or service of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) During the period commencing on the date hereof and ending on the last day of the twenty- fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or (cwithout Cause) would immediately and irreparably harm and/or voluntary termination, the Employee will not, directly or indirectly, induce other employees of the Company and that a remedy at law would be inadequate to compensate terminate their employment with the Company for its losses by reason of such breach and therefore that the Company shall, or engage in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionCompeting Business. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive Except as necessary, appropriate or desirable to perform his duties to the Company during his employment, Barrack shall not at any time during the period Restricted Period, without CFI’s prior written consent, (i) directly or indirectly, on his own behalf or for any other Person, knowingly (A) solicit or induce any officer, director, employee or independent contractor of the Company who is a natural person that provides consulting or advisory services with respect to sourcing or consummating financings or investments to terminate his employment or her relationship with the Company, or (B) hire any such individual whom Barrack knows left the employment of the Company during the one previous 12 months or (1ii) year period immediately following directly or indirectly, on his Termination of Employment own behalf or for any other Person, solicit or induce any investors to terminate (or diminish in any material respect) his, her or its relationship with the Company ("NonCompany. For the avoidance of doubt, identification or doing business with or co-Solicitation Period")investing with any limited partners, without the prior written consent investors, financing sources or capital markets intermediaries with regard to activity that is not prohibited by Section 3 above shall not be deemed to be a breach of this Section 4 or otherwise. Barrack shall not be in violation of this Section 4 by reason of providing a personal reference for any officer, director or employee of the Company, on behalf of himself Company or any other person, solicit soliciting individuals for employment or employ any of the current officers through a general advertisement not targeted specifically to officers, directors or employees of the Company. This Section 4 shall not prohibit Barrack from (x) soliciting or hiring any of the Persons listed on Exhibit 2 attached hereto or (y) engaging the services of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ during their employment with CFI solely in connection with Permitted Activities engaged in by Barrack; provided, however, that nothing contained herein shall prohibit Executive from hiring with respect to clause (y), such employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment will only provide services in connection with the Company, or during the Non-Solicitation Period, without the Permitted Activities consistent with services provided prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the managementEffective Date. In addition, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall notexcept as otherwise provided in this Section 4, during the Non-Solicitation Restricted Period, in the event that Barrack engages the services of any way defame the Company or disparage its business capabilities, products, plans or management to Business Employee in connection with any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of CC following the Company. Effective Date or in connection with the Permitted Activities engaged in by Barrack, Barrack shall pay a reasonable fee (dbased on such Business Employee’s then current compensation and cost of providing benefits, relative to the amount of such Business Employee’s business time spent performing such services to Barrack) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason the services of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionBusiness Employee. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with Non‑Interference and Non‑Competition. As a means to protect the Company ("Non-Solicitation Period"), without the prior written consent Entities’ legitimate business interests including protection of the Company, on behalf “Confidential Information” (as defined in Section 6.3(a)) of himself or any other person, solicit for employment or employ any of Company Entity (the current officers or employees of Executive hereby agreeing and acknowledging that the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for activities prohibited by this Article VI would necessarily involve the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective businessConfidential Information), financesduring the “Restricted Period” (as defined below), its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity: (a) solicit for employment, consulting or any other provision of services or hire any person who is a full‑time or part‑time employee of (or in the preceding six (6) months was employed by) any Company Entity or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to any Company Entity. This includes, without limitation, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for any Company Entity; or (b) (x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of any Company Entity during the Non-Solicitation Period, in any way defame Employment Period to discontinue such person’s or entity’s business relationship with the Company Entity; or disparage its business capabilities, products, plans or management to (y) discourage any prospective customer, potential producer, advertiser, distributor or supplier of any Company Entity from becoming a customer, vendorproducer, supplieradvertiser, contractor, subcontractor distributor or supplier of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) Entity; or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shallhold any interest in (whether as owner, in addition to any rights and remedies available under this Agreementinvestor, at law shareholder, lender or otherwise) or perform any services for (whether as employee, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (aconsultant, advisor, director or otherwise), (b) or (c)including the service of providing advice for, and Executive hereby consent to a Competitive Business. For the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement a “Competitive Business” shall be any entity that directly 10 Exhibit 10.1 or through subsidiaries in which it has been separately negotiated a controlling interest operates a cable, satellite or broadband communications system that is in direct competition with the Parent or the Company. (d) The “Restricted Period” shall begin on the Effective Date and bargained for, and constitutes a substantial portion shall expire on the first anniversary of the consideration for this AgreementExecutive’s termination of employment with all Company Entities.

Non-Solicitation. For a period of two (2) years after the date hereof, the Executive shall not, directly, or indirectly, either as an individual, proprietor, stockholder, partner, officer, director, manager, member, employee or otherwise, solicit: (a) Executive shall not at any time during the period of his employment with the Companyofficer, director, employee, consultant, or during the one other individual; (1i) year period immediately following To leave his Termination of Employment or her employment or position with the Company or any of its Subsidiaries; ("Nonii) To compete with the business of the Company or any of its Subsidiaries; or (iii) To violate the terms of any employment; non-Solicitation Period")competition or similar agreement with the Company or any of its Subsidiaries; and (b) vendors, without customers or professionals; (i) To compete with the prior written consent business of the Company or any of its Subsidiaries; (ii) To violate the terms of any agreement with the Company or any of its Subsidiaries; (iii) To change his, her or its relationship with the Company or any of its Subsidiaries. For purposes of this paragraph, references to the business of the Company shall include the business of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees and its Subsidiaries. A breach of the Company; 's obligations to pay the retirement benefits specified by Section 3 of this Agreement, or a failure by the Company to take all reasonable steps to permit the transfers of stock and the removal of the restrictive legend as provided by Section 12 of this Agreement, which is not cured within ten (10) days after the Company has received written notice of such breach, will cause the Executive's obligations under this Section 6 to be null and void, provided, however, that nothing contained herein shall prohibit if the Executive from hiring employees is in breach of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with obligations, agreements or duties under this Agreement prior to any such breach by the Company, or during for which breach by the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilitiesa Subsidiary has obtained injunctive relief, productswhether as a temporary restraining order (other than an ex parte order without at least three (3) days prior written notice to the Executive), plans preliminary injunction or management to any customerpermanent injunction, potential customer, vendor, supplier, contractor, subcontractor then the Executive's obligations under this Section 7 shall remain in full force and effect notwithstanding such breach by the Company pending final adjudication of the Company so as to affect adversely the goodwill or business of the Companyparties' respective rights in such litigation. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive During the Restriction Period, provided that there shall not at have occurred and be continuing any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with material non-compliance by the Company ("Non-Solicitation Period")with its obligations under this Agreement, without the prior written consent of the Company, on behalf of himself or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during directly or indirectly, for himself or on behalf of any person, firm or other entity, solicit, induce or encourage any person to leave her/his employment, agency or office with the Non-Solicitation DSG Entities. During the Restriction Period, in provided that there shall not have occurred and be continuing any way defame material non-compliance by the Company or disparage with its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available obligations under this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of any person, firm or other entity, hire or retain or participate in hiring or retaining any person who then is an employee of or agent for the DSG Entities or any person who has been an employee of or agent for the DSG Entities at law any time in the ninety (90) days prior to termination of Executive’s employment, unless the Company is informed and gives its approval in writing prior to the hiring or otherwiseretention. Given Executive’s office and his participation in the development, sales, marketing, servicing and provision of the DSG Entities’ Products, Systems and Services, Executive acknowledges that Executive has and will learn or develop Confidential Information relating to the development, sales, marketing, servicing or provision of the DSG Entities’ Products, Systems and Services, and the DSG Entities’ customers and prospective customers. Executive further acknowledges that the DSG Entities’ relationships with its customers have substantial value to the DSG Entities. Therefore, during the Restriction Period, provided that there shall not have occurred and be entitled continuing any material non-compliance by the Company with its obligations under this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of any person, firm or other entity, solicit or sell, attempt to sell, or supervise, participate in, or assist the sale or solicitation of Competitive Products and Systems to any injunction person, firm or other entity to be issued by which the DSG Entities sold any court of competent jurisdiction enjoining the DSG Entities’ Products, Systems and restraining Executive from committing any violation Services during the last two (2) years of these subparagraphs (a), (b) or (c), and Executive hereby consent Executive’s employment with the Company prior to the issuance effective date of such injunction. (e) For purposes of termination. However, this Section 5 7(c) shall not prohibit the solicitation of any actual or potential customer of the DSG Entities which does not fall within the preceding description. This Section 7(c) is independent of the obligations of confidentiality under this Agreement and in consideration the non-compete provisions of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) During the Restricted Period, the Executive shall not at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")not, without the prior express written consent of the CompanyBoards of each of the Companies, directly or indirectly, as an individual or on behalf of himself or any other personindividual, solicit for employment or employ any of the current officers or employees of the Company; providedcorporation, howeverpartnership, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Companyfirm, other company, business organization, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own useentity, or for the use of in any company or person by whom he is employedother capacity: (i) call upon, solicit, contact, or for whom he may be actingservice any customer, any of the current customers of the Companyclient, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers potential customer or the terms client of any of the contracts Companies that the Executive called upon, solicited, contacted, or serviced for any of the Company which has heretofore Companies; (ii) call upon, solicit, contact, or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall notservice any individual, during the Non-Solicitation Periodcorporation, in any way defame the Company or disparage its business capabilitiespartnership, productsother company, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of which the Company. Executive became aware through any of the Companies for any purpose or interest competing with any of the Companies; (diii) Executive covenants and agrees that call upon, solicit, contact, or service any person or entity who is or was during the Executive's Employment Term a breach vendor or supplier of these subparagraphs (a), (b) or for any of the Companies; or (civ) would immediately solicit for employment, endeavor to entice away from any of the Companies, recruit, hire, or otherwise interfere with any of the Companies' relationship with any person who is employed by or otherwise engaged to perform services for any of the Companies (including, but not limited to, any independent sales representatives or organizations). The Executive's obligations set forth in this Section 8 and irreparably harm each of the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any Companies' rights and remedies available under with respect thereto, whether legal or equitable, shall remain in full force and effect during the Restricted Period, notwithstanding any prior termination or resignation of the Executive or any other prior termination of this Agreement, at law or otherwise, be entitled to Agreement for any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes reason. The express provisions of this Section 5 and in consideration 8 shall survive termination of this Agreement. Notwithstanding the preceding sentence, if a) the Companies materially breach this Agreement (and fail to remedy such breach within thirty (30) days of receipt of written notice from the Executive) and fail to continue to pay in the ordinary course the compensation due to the Executive until the expiration of the Employment Term; or b) if the Companies or Fortune Diversified Industries, Inc. cease to engage in the professional employment organization business or the human resources consulting business in the states of Indiana or Ohio, this non-solicitation agreement has been separately negotiated Section 8 shall terminate and bargained for, and constitutes a substantial portion of the consideration for this Agreementshall have no further force or effect.

Non-Solicitation. (a) Executive shall not at any time during During the period of his employment with commencing on the Company, or during date hereof and ending on the date which is one (1) year period immediately following his Termination of Employment the date that the Executive’s employment with the Company terminates for Cause ("Non-Solicitation the “Restriction Period"”), the Executive shall not, directly or indirectly, for any reason, solicit (or assist or encourage the solicitation of) any employee of the Company to work for the Executive or for any entity of which the Executive is an affiliate or induce any employee to engage in any activity that Executive is prohibited from engaging in under this Section 16. For the purposes of this Section 16(c), the term “solicit any employee” shall mean the Executive contacting or providing information to others who may be reasonably expected to contact any employee of the Company regarding such employee’s interest in seeking employment with the Executive or any affiliated entity, but shall not include general advertising for personnel or responding to an unsolicited request for a personal recommendation for or evaluation of an employee of the Company. (i) During the Restriction Period, the Executive shall not, directly or indirectly, employ, and shall not cause any entity of which the Executive controls to employ, any person who was a full-time employee of the Company at the date of such termination or within six (6) months prior thereto without the prior written consent of the CompanyBoard. During the Restriction Period, the Executive shall not, directly or indirectly, for any reason, solicit or otherwise attempt to establish, or establish, any business relationship of a nature that is competitive with, or interfere with, the business or relationship of the Company or any of its affiliates with any person which is or was a investor or client of the Company or any of its affiliates at any time during which Executive was employed by the Company (in the case of any such activity during such time) or during the twelve-month period preceding the date of termination (in the case of any such activity after the date of termination), other than any such solicitation, or establishment of a relationship, on behalf of himself the Company or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time its affiliates during the period of his Executive’s employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any The Seller agrees that the Company has invested substantial time during and effort in assembling and training the period present staff and personnel of his the Company. In addition, as a result of employment with by the Company, or during such personnel have gained knowledge of the one (1) year period immediately following his Termination business affairs, marketing, processes and methods of Employment with operation of the Company that the Seller agrees is confidential information and trade secrets of the Business. Accordingly, for a period of two ("Non-Solicitation Period")2) years following the Closing, the Seller shall not, and shall not permit its Affiliates to, at any time, directly or indirectly, solicit, encourage, entice or induce for employment or employ any Business Employees without the prior written consent of the Company, on behalf of himself or any Purchaser (which written consent shall be effective only as to the Person specified therein and to no other person, solicit for employment or employ any of the current officers or employees of the CompanyPerson); provided, however, that nothing contained herein this Section 5.16(a) shall not prohibit Executive the Seller or any of its Affiliates from (i) conducting any general solicitation or advertisement of employment for employees in newspapers, trade publications, websites or other media, so long as such advertisements are not targeted specifically at Business Employees, or engaging recruiters to conduct general employee search activities so long as such recruiters have been instructed not to, and do not, specifically solicit any Business Employees, (ii) soliciting, offering employment to, hiring or employing any Person (A) who responds to any such solicitation or advertisement described in the foregoing clause (i) or (B) whose employment relationship with the Business has been terminated for a period of at least three (3) months prior to the commencement of any solicitation or offer of employment, or (iii) from hiring employees of any Person who contacts the Company when Seller on such employment results from general solicitations for employmentPerson’s own initiative. (b) Executive The Seller acknowledges that the restrictions contained in this Section 5.16 are reasonable and necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.16 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The invalidity or unenforceability of any covenant or provision in this Section 5.16 as written shall not at invalidate or render unenforceable the remaining covenants or provisions hereof, and any time during the period of his employment with the Company, such invalidity or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, unenforceability in any jurisdiction shall not invalidate or for the use of any company render unenforceable such covenant or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to provision in any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicjurisdiction. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) During the Term and for the one-year period thereafter, the Executive shall not at any time during not, unless such solicitation is made on behalf of the period Company or one of his its Subsidiaries or such solicitation is made with the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment with or other service of the Company, or during the one any of its Subsidiaries, (1) year period immediately following his Termination of Employment except in connection with the termination of an employee in a manner consistent with Executive’s responsibilities as Senior Vice President of the Company ("Nonand in compliance with the Company’s and its Subsidiaries’ policies) any managerial-Solicitation Period")level employee of, without or independent contractor providing managerial-level services to, the prior written consent Company or its Subsidiaries, where the independent contractor performs a substantial portion of her or her services for the Company, or (ii) solicit for employment (on behalf of himself the Executive or any other person or entity) any former managerial-level employee of or independent contractor providing managerial-level services to the Company, where the independent contractor in the last year of service to the Company has performed a substantial portion of his or her services for the Company, who has left the employment of or discontinued providing services to the Company or any of its Subsidiaries within the then prior one-year period. During the Term and for the one-year period thereafter, the Executive will not, whether for her own account or for the account of any other person, solicit for employment firm, corporation or employ other business organization, intentionally interfere with the Company’s or any of its Subsidiaries’ relationship with, or endeavor to entice away from the current officers Company or employees any of its Subsidiaries, any person who during the Company; providedTerm is or was a tenant, howeverco-investor, that nothing contained herein shall prohibit Executive from hiring employees co-developer, joint venturer or other customer of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicSubsidiaries. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. During the period commencing on the date hereof and ending on the later of (ai) Executive the first anniversary of the date on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Subsidiaries (or, in the case of any payment made in a lump sum, the expiration of the period to which such payment relates), such Management Holder shall not directly, or indirectly through another Person, (x) induce or attempt to induce any employee, representative, agent or consultant of the Company or any of its Affiliates or Subsidiaries to leave the employ or services of the Company or any of its Affiliates or Subsidiaries, or in any way interfere with the relationship between the Company or any of its Affiliates or Subsidiaries and any employee, representative, agent or consultant thereof, (y) hire any person who was an employee, representative, agent or consultant of the Company or any of its Affiliates or Subsidiaries at any time during the period of his employment with the Company, or during the one (1) year 12-month period immediately following his Termination prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 9(d) that any such hiring within such 12-month period is in violation of Employment with the Company clause ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself x) above) or any other person(z) directly or indirectly call on, solicit for employment or employ service any of the current officers customer, supplier, licensee, licensor, representative, agent or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees other business relation of the Company when or any of its Affiliates or Subsidiaries in order to induce or attempt to induce such employment results from general solicitations for employment. (b) Executive shall not at Person to cease doing business with, or reduce the amount of business conducted with, the Company or any time during the period of his employment its Affiliates or Subsidiaries, or in any way interfere with the Companyrelationship between any such customer, supplier, licensee, licensor, representative, agent or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts relation of the Company which has heretofore or which may hereafter come to the knowledge any of Executive which is not freely available to the publicits Affiliates or Subsidiaries. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. During Executive’s employment and for a period of 18 months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct: (a) Executive shall not at any time during the period of his employment with the CompanySolicit, offer products or services to, or during the one accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor; (1b) year period immediately following his Termination Attempt on behalf of Employment any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company ("Non-Solicitation Period"or any Affiliate thereof), without specifically including customers, vendors, independent contractors and other third-party entities; (c) Except in the course of the Executive’s employment and for the benefit of the Company to the extent such information is not publicly known, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof); (d) Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof); (e) Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry, provided that the provisions of this Section (e) shall not apply to generalized solicitations not targeted specifically at Company employees; (f) Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior written consent of to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or (g) Otherwise attempt on behalf of himself any Competitor to directly or any other person, solicit for employment or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment indirectly interfere with the Company’s business, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore Companies or which may hereafter come to the knowledge of Executive which is not freely available to the publictheir relationship with their employees, consultants, independent contractors or customers. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive OPA shall cause each person providing Management Services, including, without limitation, ▇▇▇▇▇ and Chuk, to agree in writing for the benefit of the Company that, during the Term and for one year thereafter (the “Restricted Period”), he or she shall not at directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any time during employee of the period Company (excluding ▇▇▇▇▇, ▇▇▇▇ and any employee of his employment OPA, each of whom, for the avoidance of doubt, is not an employee of the Company) to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; or (ii) induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, or during in any way interfere with the one (1) year period immediately following his Termination relationship between any such customer, supplier, licensee or business relation of Employment with the Company ("Non-Solicitation Period")including, without the prior written consent of limitation, making any negative or disparaging statements or communications regarding the Company). OPA covenants that it will not, on behalf and it will advise members of himself senior management of OPA not to, make any negative or any other person, solicit for employment disparaging statements or employ any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of communications regarding the Company when such employment results from general solicitations for employmentor its employees or directors. (b) Executive During the Restricted Period, the Company shall not at directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any time during employee of OPA (including, without limitation, ▇▇▇▇▇ and Chuk) to leave the period employ of his employment OPA, or in any way interfere with the Companyrelationship between OPA and any employee thereof; or (ii) induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of OPA to cease doing business with OPA, or during in any way interfere with the Non-Solicitation Periodrelationship between any such customer, supplier, licensee or business relation of OPA (including, without the prior written consent limitation, making any negative or disparaging statements or communications regarding OPA). The Company covenants that it will not, and it will advise members of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts senior management of the Company which has heretofore and its board of directors not to, make any negative or which may hereafter come to the knowledge of Executive which is not freely available to the publicdisparaging statements or communications regarding OPA or any person performing Management Services, including, without limitation, ▇▇▇▇▇ and Chuk. (c) Executive If, at the time of enforcement of this Section 12, a court shall nothold that the duration, during scope or area restrictions stated herein are unreasonable under circumstances then existing, the Non-Solicitation Periodparties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Each party acknowledges that the restrictions contained in any way defame this Section 12 are reasonable and that it has reviewed the Company or disparage provisions of this Agreement with its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Companylegal counsel. (d) Executive covenants and agrees Each party acknowledges that in the event of the breach or a threatened breach by the other party or any person performing Management Services of these subparagraphs (a)any of the provisions of this Section 12, (b) or (c) the other party would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shallsuffer irreparable harm, and, in addition and supplementary to any other rights and remedies available under this Agreementexisting in its favor, at law or otherwise, the non-breaching party shall be entitled to any injunction to be issued by any specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction enjoining and restraining Executive from committing in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation of these subparagraphs (a)by the Company, (b) OPA or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes any person of this Section 5 12, the Restricted Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and in consideration of this Agreement, this non-solicitation agreement when such breach or violation has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreementduly cured.

Non-Solicitation. (a) Executive From the date hereof until the earlier of the termination of this Agreement and the Closing, the Company shall not at and shall cause its Affiliates and any time during the period of his employment with the Companyits or their Representatives to not, directly or indirectly (i) encourage, solicit, initiate, facilitate or continue inquiries, proposals or offers (written or oral) regarding a Company Acquisition Proposal; (ii) enter into discussions or negotiations with, or during the one furnish or disclose any non-public information to, any Person in connection with or that could reasonably be expected to lead to a possible Company Acquisition Proposal; (1iii) year period immediately following his Termination of Employment with the enter into any agreements, arrangements, understandings or other instruments (whether or not binding) regarding a Company Acquisition Proposal; or ("Non-Solicitation Period")iv) otherwise cooperate in any way with, without the prior written consent of the Companyor assist or participate in, on behalf of himself or knowingly facilitate or encourage any other person, solicit for employment effort or employ attempt by any Person to do or seek to do any of the current officers foregoing. The Company shall immediately cease and cause to be terminated and shall cause its Affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or employees negotiations with any Persons conducted heretofore with respect to, or that could lead to, a Company Acquisition Proposal. For purposes hereof, “Company Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Acquiror or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of outstanding shares of capital stock or other Equity Securities of the Company; providedor (iii) the sale, howeverlease, that nothing contained herein shall prohibit Executive from hiring employees exchange or other disposition of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, all or during the Non-Solicitation Period, without the prior written consent substantially all of the Company’s properties or assets or equity interests; provided, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may that no Company Interim Financing shall be acting, any of the current customers of the Company, nor shall he divulge deemed to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the constitute a Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicAcquisition Proposal. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. FARO and Zeiss (the “first party”) each agrees that, for so long as this Agreement is in force and for a period of one (1) year thereafter (the “Non-Solicitation Period”), it and its Affiliates will not, directly or indirectly (in each case, except pursuant to a general solicitation not targeted at the persons set forth below): (a) Executive shall not Employees: employ, or solicit, entice, persuade or induce any individual who currently is, or at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")Period shall be, without the prior written consent an employee of the Company, on behalf other party or its Affiliates to terminate or refrain from renewing or extending his or her employment with such other party or its Affiliates or to become employed by or enter into a contractual relationship with the first party or any of himself its Affiliates or any other personindividual, solicit person or entity, and such first party and its Affiliates shall not approach any such employee for employment any such purpose or employ authorize or knowingly cooperate with the taking of any of the current officers such action by any other individual, person or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment.entity; (b) Executive shall not Suppliers or Vendors: solicit, entice, persuade or induce any individual, person or entity which currently is, or at any time during the period Non-Solicitation Period shall be, a supplier of his employment any product or service or vendor (whether as a distributor, agent, commission agent, employee or otherwise) of the other party or its Affiliates to terminate, reduce or refrain from renewing or extending his, her or its contractual or other relationship with such other party or its Affiliates and such first party and its Affiliates shall not approach any such supplier or vendor for any such purpose or authorize or knowingly cooperate with the Companytaking of any such action by any other individual, person or entity; (c) Customers: solicit, entice, persuade, induce, contact or otherwise discuss with any individual, person or entity which currently is, or at any time during the Non-Solicitation PeriodPeriod shall be, without the prior written consent a customer of the Companyother party or its Affiliates to terminate, solicit for his own usereduce or refrain from renewing or extending its contractual or other relationship with the other party or its Affiliates in regard to the purchase of products or services marketed and sold by such other party or its Affiliates, or to become a customer of or enter into any contractual or other relationship with such first party and its Affiliates or any other individual, person or entity in regard to the purchase of products or services similar or identical to those marketed and sold by the other party or its Affiliates, and such first party and its Affiliates shall not approach any such customer for any such purpose or authorize or knowingly cooperate with the use taking of any company or person such action by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other individual, person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicentity. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive For a period of three (3) years commencing on the Closing Date, Seller shall not, and shall not at permit any time during the period of his employment with the Companyits Affiliates to, directly or during the one (1) year period immediately following his Termination indirectly, hire or solicit any employee of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or encourage any other person, solicit for such employee to leave such employment or employ hire any of the current officers or employees of the Companysuch employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing contained herein in this Section 6.21(a) shall prohibit Executive prevent Seller or any of its Affiliates from hiring employees of (i) any employee whose employment has been terminated after the Closing by the Company when such or Purchaser or (ii) after 180 days from the date of termination of employment, any employee whose employment results from general solicitations for employmenthas been terminated by the employee. (b) Executive For a period of five (5) years commencing on the Closing Date, Seller shall not, and shall not at permit any time during of its Affiliates to, directly or indirectly, solicit, induce or entice, or attempt to solicit, induce or entice, any clients or customers of the period of his employment Company or any distributor, supplier, vendor, manufacturer, representative, agent, jobber, licensee or other Person transacting business with the CompanyCompany in the Territory for purposes of diverting their business or services from the Company or otherwise in any way, or during interfering with the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, business relationship between any of the current customers of foregoing and the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees Seller acknowledges that a breach or threatened breach of these subparagraphs (a)this Section 6.21 would give rise to irreparable harm to Purchaser, (b) for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses threatened breach by reason Seller of any such breach and therefore that the Company obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available under this Agreement, at law or otherwiseto it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any injunction to other relief that may be issued by any available from a court of competent jurisdiction enjoining (without any requirement to post bond). The time period during which the prohibitions set forth in this Section 6.21 shall be tolled and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent suspended for a period equal to the issuance aggregate time during which Seller, or any of its Affiliates, violates such injunctionprohibitions in any respect. (ed) For purposes of Seller acknowledges that the restrictions contained in this Section 5 6.21 are reasonable and in consideration necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.21 should ever be adjudicated to exceed the time, this non-solicitation agreement has been separately negotiated and bargained forgeographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and constitutes a substantial portion such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.21 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the consideration for this Agreementremaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Solicitation. (a) Executive shall not at any time The parties acknowledge and agree that during the period course of his employment with this a. During the Company, or during term of this Agreement and for two (2) years thereafter (the one (1) year period immediately following his Termination of Employment with the Company ("“Non-Solicitation Period"”), without Client shall not solicit or induce any then-current Company Staff to terminate his or her employment, relationship, or association with the prior written consent Company. For purposes of the Companypreceding sentence, on behalf Client’s general, broadly-distributed publication of himself job listing(s) in any media shall not be construed as a prohibited solicitation or any other person, solicit for employment or employ any inducement of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employmentStaff. (b) Executive b. In addition, Client agrees that, during the Non- Solicitation Period, it shall not in any way, either directly or indirectly, offer employment to, employ, involve, use, retain, or associate with (i) any then- current Company Staff, and (ii) any person or entity who met the definition of Company Staff at any time during within the five (5) year period preceding the applicable solicitation, provided that Client knows or reasonably should know that such person or entity meets such definition. Without limiting the foregoing, Client shall be deemed to know the status of his employment with any current or former Company Staff who performed any services for Client under any Company SOW. For purposes of further clarification, regardless of the Companytype of general, or broadly-distributed publication of job listing(s) conducted by Client, Client will not knowingly hire any Company Staff during the Non-Solicitation Period, without Period even if the prior written consent Company Staff responds to that or other type of job listing posted by the Company, solicit for his own use, Client. c. If Client breaches the non-solicitation covenants in subsections (7a.) or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business7b.), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall notabove, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of and without the Company. ’s advance written approval, which may or may not be granted in the Company’s sole discretion, Client shall pay a fee of one hundred thousand U.S. dollars (d$100,000 USD) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses every Company Staff member solicited from the Company. This fee shall be due and payable prior to such hire being effectuated. It is expressly agreed by reason the Parties that said sum shall not be construed as a penalty but is rather the agreed upon amount of such liquidated damages determined by the Parties in good faith in the event of Client's breach and therefore that of obligations under Section 17a. Additionally, the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, shall be entitled to any injunction to be issued by any court the recovery of competent jurisdiction enjoining costs and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to reasonable attorneys' fees in the issuance of such injunction. (e) For purposes enforcement of this Section 5 and in consideration section regardless of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreementwhether or not suit is brought.

Non-Solicitation. In further consideration of the termination of the Employment Agreement (awhich includes restrictions substantially similar to those provided by this Section 5) Executive and the payment by the Company to ▇▇▇▇▇ of amounts that may hereafter be paid to ▇▇▇▇▇ pursuant to this Agreement and other obligations undertaken by the Company hereunder, ▇▇▇▇▇ agrees that until the end of the Severance Period, he shall not at not, directly or indirectly, (i) solicit, encourage or attempt to solicit or encourage any time during of the period employees, agents, consultants or representatives of his employment with the CompanyCompany or any of its affiliates to terminate his, her, or during the one (1) year period immediately following his Termination of Employment its relationship with the Company or such affiliate; ("Non-Solicitation Period")ii) solicit, without the prior written consent of the Company, on behalf of himself encourage or any other person, attempt to solicit for employment or employ encourage any of the current officers or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at or any time during the period of his employment with the Company, its affiliates to become employees or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use consultants of any company other person or person by whom he is employedentity; (iii) solicit, encourage or for whom he may be acting, attempt to solicit or encourage any of the current customers consultants of the Company, nor shall he divulge Company or any of its affiliates to become employees or consultants of any other person any information or fact relating entity, provided that the restriction in this clause (iii) shall not apply if (A) such solicitation, encouragement or attempt to solicit or encourage is in connection with a business which is not a Competing Business and (B) the consultant’s rendering of services for the other person or entity will not interfere with the consultant’s rendering of services to the managementCompany; (iv) solicit or attempt to solicit any customer, business (including prospective business), finances, its customers vendor or the terms of any of the contracts distributor of the Company which has heretofore or which may hereafter come any of its affiliates with respect to any product or service being furnished, made, sold or leased by the knowledge of Executive Company or such affiliate, provided that the restriction in this clause (iv) shall not apply if such solicitation or attempt to solicit is (A) in connection with a business which is not freely available to a Competing Business and (B) does not interfere with, or conflict with, the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame interests of the Company or disparage any of its business capabilities, products, plans affiliates; or management (v) persuade or seek to persuade any customer, potential customer, vendor, supplier, contractor, subcontractor customer of the Company so as or any affiliate to affect adversely cease to do business or to reduce the goodwill amount of business which any customer has customarily done or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm contemplates doing with the Company and that a remedy at law would be inadequate to compensate or such affiliate, whether or not the relationship between the Company for or its losses by reason of affiliate and such breach and therefore that the Company shall, customer was originally established in addition to any rights and remedies available under this Agreement, at law whole or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) in part through ▇▇▇▇▇’▇ efforts. For purposes of this Section 5 5(c) only, the terms “customer,” “vendor” and in consideration “distributor” shall mean a customer, vendor or distributor who has done business with the Company or any of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of its affiliates within twelve months preceding the consideration for this AgreementSeparation Date.

Non-Solicitation. (a) Without limiting the generality of the foregoing, Executive shall not at any time during the agrees that for a period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")Applicable Date, he will not, without the prior written consent of the Company, on behalf of himself directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any other personbusiness from any person or entity that the Company called upon, solicit for employment solicited, or employ any conducted business with as of the current officers or employees effective date of the Company; providedtermination, however, any persons or entities that nothing contained herein shall prohibit Executive from hiring employees have been customers of the Company when such employment results from general solicitations for employment. (b) Executive shall not at or recruit or hire any time during the period of his employment with the Company, person who has been or during the Non-Solicitation Period, without the prior written consent is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Executive agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for his own use, or with Executive for a period of one-year following the use date of any company or person by whom he is employed, or for whom he may be acting, any termination of this Agreement. In the event of the current customers violation of the Companythis Section 10, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would will be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shallentitled to, in addition to any rights other remedies provided by law or equity, obtain injunctive relief and remedies available under the specific performance of this covenant. Should Executive violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Executive began such violation until he permanently ceases such violation. The Executive acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Executive has accepted pursuant to this Agreement, at law if any provision of this covenant is invalid in whole or otherwisein part, it will be entitled limited, whether as to any injunction to be issued by any court of competent jurisdiction enjoining time, area covered, or otherwise as and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunctionextent required for its validity under the applicable law and as so limited, will be enforceable. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive The Company shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any third parties or any agent or representative thereof, conducted on or on behalf of the Company before the date of this Agreement with respect to any Alternative Transaction, and shall as soon as practicable request the return or destruction of all confidential information previously provided to any other person in connection therewith (subject to the right of the recipient to retain a copy solely for archival or compliance purposes pursuant to the terms of any confidentiality between the Company and such party), except as contemplated by Section 2.5(b). The Company agrees not at to release or permit the release of any time during the period of his employment with the Company, third party from any confidentiality or during the one (1) year period immediately following his Termination of Employment standstill obligation set forth in any agreement with the Company to which such third party is a party or bound; it being understood however that such standstill obligation ("Non-Solicitation Period")i) may, without in some circumstances be terminated unilaterally by the prior written consent third party in accordance with the terms of the applicable confidentiality agreement and (ii) may be terminated by the Company in order to permit the implementation of a Superior Proposal where the Board of Directors determines that such third party has made or is reasonably likely to make a Superior Proposal. (b) The Company and its Subsidiaries shall not, and shall instruct and direct and use reasonable efforts to cause their respective Employees, financial advisors, counsel or other representatives or agents, directly or indirectly, not to: (i) solicit, initiate or encourage any Alternative Transaction; (ii) participate in any discussions or negotiations with any Person (other than the Offeror and its Subsidiaries and their respective directors, officers, employees, agents, financial advisors, counsel or other representatives) in respect of any Alternative Transaction; (iii) permit access to the Company, on behalf of himself ’s electronic data room or provide any confidential information relating to the Company or its Subsidiaries to any Person in connection with any Alternative Transaction; or (iv) otherwise co-operate in any way with any effort or attempt by any other person, solicit for employment person to do or employ seek to do any of the current officers or employees of the Companyforegoing; provided, however, that nothing contained herein the Company shall prohibit Executive from hiring employees not be bound by the foregoing restrictions in paragraphs (ii), (iii) and (iv) of this Section 6.3(b) in respect of any proposal that could reasonably be expected to lead to (in the determination of the Board of Directors) a Superior Proposal received by the Company when such employment results from general solicitations for employment. (b) Executive shall another Person, provided it was not at solicited by the Company, any time during the period Subsidiary of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of their respective Employees, financial advisors, counsel or other representatives or agents after the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of date hereof provided the Company which has heretofore or which may hereafter come to complies with the knowledge requirements of Executive which is not freely available to the publicSection 2.5. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. The Company has invested substantial time, money and resources in the development and retention of its inventions, confidential information (a) Executive shall not at any time including trade secrets), customers, accounts and business partners, and during and prior to the period course of his the Executive's employment with the Company, or during the one Executive has had and will have access to the Company's inventions, confidential information (1including trade secrets) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")and contractual relationships, without the prior written consent and will be introduced to existing and prospective customers, vendors, accounts and business partners of the Company. Any and all "goodwill" associated with any existing or prospective customer, on behalf of himself vendor, account or any other person, solicit for employment or employ any of the current officers or employees of business partner belongs exclusively to the Company; provided, howeverincluding, that nothing contained herein shall prohibit but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive from hiring employees and any existing or prospective customers, vendors, cable operators, accounts or business partners. In recognition of this, and in partial consideration for the Company when such employment results from general solicitations for employment.entering into this Agreement with the Executive, the Executive shall be obligated to comply with the following provisions: (bA) Executive shall not at any time during During the period of his Executive's employment with the Company, and for a period of two (2) years thereafter, or until the end of the period during which Extended Compensation Payments, if any, are being made to the Non-Solicitation PeriodExecutive hereunder, without whichever period is longer, the Executive may not notice, solicit or encourage, either directly or indirectly, any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of from the Company. (dB) During the Executive's employment with the Company, and for a period of two (2) years thereafter, or until the end of the period during which Extended Compensation Payments, if any, are being made to the Executive covenants and agrees that a breach hereunder, whichever period is longer, the Executive may not, directly or indirectly, entice, solicit or encourage any customer or prospective customer of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate cease doing business with the Company, reduce its relationship with the Company for its losses by reason of such breach and therefore that or refrain from establishing or expanding a relationship with the Company shallin respect of any work covered by a contract the Company was party to at the time of his termination of employment (including any extensions, in addition to renewals or replacements of any rights and remedies available under this Agreementsuch contracts, at law whether by way of recompetitions or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. Executive acknowledges and agrees that the Company has invested substantial time, money and resources in the development of its Confidential Information (aas defined in the Executive’s Confidentiality Agreement) and the development and retention of its customers, clients, collaborators, and employees. Executive further acknowledges that during the course of his/her employment, he/she may be introduced to customers, clients, and collaborators of the Company, and agrees that any “goodwill” associated with any customer, client, or collaborator belongs exclusively to the Company. In recognition of the foregoing, Executive specifically acknowledges and agrees that while he/she is employed by the Company and for a period of one (1) year after termination of such employment (for any reason, whether voluntary or involuntary) Executive shall will not directly or indirectly in any position or capacity engage in the following activities for himself/herself or for any other person, business, corporation, partnership or other entity: (i) call upon, solicit, divert, or accept, or attempt to solicit or divert any of the Company’s business or prospective business from any of the Company’s customers, clients, collaborators, or prospective customers, clients or collaborators with whom Executive had contact or whose dealings with the Company Executive coordinated or supervised or about whom Executive obtained Confidential Information (as defined in the Executive’s Confidentiality Agreement), at any time during the period of his employment with the Company, or during the one two (12) year period immediately following his Termination prior to the termination of Employment with the Company ("Non-Solicitation Period")Executive’s employment, without the unless Executive obtains prior written consent of the Company; or (ii) request, on behalf of himself solicit, induce, hire (or any other person, solicit for employment attempt or employ assist in doing any of the current officers these actions) any employee or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of other person (including consultants) who may have performed work or services for the Company when such employment results from general solicitations for employment. within one (b1) Executive shall not at any time during year prior to the period termination of his Executive’s employment with the Company, Company to perform work or during the Non-Solicitation Period, without the prior written consent of services for any person or entity other than the Company. EXECUTIVE ACKNOWLEDGES THAT THESE RESTRICTIONS SHALL APPLY AND BE BINDING REGARDLESS OF CHANGES IN EXECUTIVE’S POSITION, solicit for his own useDUTIES, or for the use of any company or person by whom he is employedGEOGRAPHIC LOCATION, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicRESPONSIBILITIES OR COMPENSATION DURING HIS/HER EMPLOYMENT. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time Neither Seller nor Principal shall, during the period beginning on the Closing Date and ending on the later of his employment with (i) the Companyfifth (5th) anniversary of the Closing Date, or during (ii)(a) the two (2) year anniversary of the date Principal ceases to be an employee of the Surviving Company or any of its Affiliates or (b) the one (1) year period immediately following his Termination anniversary of Employment with the date Seller ceases to be an employee of the Surviving Company or any of its Affiliates if Principal is terminated by the Surviving Company or any of its Affiliates without Cause (the “Non-Solicitation Restriction Period”), directly or indirectly, solicit, entice, persuade, induce or cause any employee, officer, manager, director, consultant, agent or independent contractor of Parent, or any of the direct or indirect subsidiaries or Affiliates of Parent of the Company ("Non-Solicitation Period")collectively, without the prior written consent of the Company“Parent Group”) to terminate his, on behalf of himself her or its employment, consultancy or other engagement with such entity and become employed by or engaged with any other personPerson, solicit or approach any such employee, officer, manager, director, consultant, agent or independent contractor for employment or employ any of the current officers foregoing purposes, or employees authorize or assist in the taking of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees any of the Company when such employment results from general solicitations for employment.actions by any Person: (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, Neither Seller nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall notPrincipal shall, during the Non-Solicitation Restriction Period, in directly or indirectly, solicit, entice, persuade, induce, or cause, or attempt to solicit, entice, persuade, induce, or cause: (i) any way defame Person who was or is a customer of the Company or disparage any of its Affiliates at any time during the 12-month period prior to the date of this Agreement or was or is a customer of any of Parent Group at any time during the Non-Solicitation Restriction Period; or (ii) any lessee, equipment vendor or lessee, operator, vendor or supplier to, or any other Person who had or has a business capabilitiesrelationship of any kind with, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so or any of its Affiliates at any time during the 12-month period prior to the date of this Agreement or had or has a business relationship of any kind with any of Parent Group at any time during the Non-Solicitation Restriction Period; (the Persons referred to in items (i) and (ii) above, collectively, the “Prohibited Persons”) to enter into a business relationship with any other Person for the services, activities or goods that are the same as or substantially similar to affect adversely or competitive with the goodwill Business as presently conducted and that any such Prohibited Person purchased from, was engaged in with or provided to, the Company or any of its Affiliates or the Parent Group, or any of its Affiliates, as applicable, or to reduce or terminate such Prohibited Person’s business relationship with Parent Group; and neither Seller nor Principal shall, directly or indirectly, approach any such Prohibited Person for any such purpose, or authorize or assist in the taking of the Companyany of such actions by any Person. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 5.05, the terms “employee,” “consultant,” “agent” and “independent contractor” shall include any Persons with such status at any time during the twelve (12) months preceding any solicitation in consideration question. (d) Each of Seller and Principal acknowledges that the provisions of this AgreementSection 5.05 and the period of time, this non-solicitation agreement has been separately negotiated geographic area and bargained forscope and type of restrictions on such Seller’s or Principal’s activities set forth herein are reasonable and necessary for the protection of Parent, which is paying substantial monies and other benefits to Seller and Principal, and constitutes are an essential inducement to Parent’s entering into and performing this Agreement and the Ancillary Documents to which Parent is party. If any covenant contained in this Section 5.05 shall be determined by any court or other tribunal of competent jurisdiction to be invalid or unenforceable by reason of its extending for too great a substantial portion period of time or over too great a geographical area or by reason of its being too extensive in any other respect, (x) such covenant shall be interpreted to extend over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court or other tribunal making such determination, and (y) in its reduced form, such covenant shall then be enforceable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made. It is the intention of the consideration parties that the provisions of this Section 5.05 shall be enforceable to the maximum extent permitted by applicable Law. (e) Each of Seller and Principal acknowledges that any breach or threatened breach of the covenants contained in this Section 5.05 will likely cause Parent material and irreparable damage, the exact amount of which will be difficult to ascertain, and that the remedies at Law for any such breach will likely be inadequate. Accordingly, to the extent permitted by applicable Law, Parent shall, in addition to all other available rights and remedies (including, but not limited to, seeking such damages as it can show it has sustained by reason of such breach), be entitled to seek specific performance and injunctive relief in respect of any breach or threatened breach of this Agreementcovenant, without being required to post bond or other security and without having to prove the inadequacy of the available remedies at Law.

Non-Solicitation. (ai) During the Employment Term and for a period of twelve (12) months thereafter, Executive agrees that Executive shall not at any time during not, except in the period furtherance of his employment with the CompanyExecutive’s duties hereunder, directly or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")indirectly, without the prior written consent of the Company, individually or on behalf of himself or any other person, solicit for employment firm, corporation or employ other entity, solicit, aid or induce any of the current officers individual or employees of the Company; provided, however, entity that nothing contained herein shall prohibit Executive from hiring employees is an established customer or supplier of the Company when such or any of its subsidiaries with whom Executive had material contact or about whom Executive obtained Confidential Information during the twelve (12)-month period immediately prior to the termination of Executive’s employment results for any reason, to purchase goods or services then sold by the Company or any of its subsidiaries from general solicitations for employmentanother person, firm, corporation or other entity, or stop supplying or purchasing, as applicable, or decrease the amount of goods, materials or services being supplied to or purchased from the Company or any of its subsidiaries, as applicable. (bii) Executive shall not at any time during During the Employment Term and for a period of his employment with the Companytwelve (12) months thereafter, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) agrees that Executive shall not, during except in the Non-Solicitation Periodfurtherance of Executive’s duties hereunder, in directly or indirectly, individually or on behalf of any way defame other person, firm, corporation or other entity, solicit, aid or induce any employee, consultant or individual independent contractor of the Company or disparage any of its business capabilitiessubsidiaries to leave such employment or retention or to accept employment with or render services to or with any other person, productsfirm, plans corporation or management to other entity or hire or retain any customersuch employee, potential customer, vendor, supplier, consultant or individual independent contractor, subcontractor or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, consultant or individual independent contractor. Any person described in this Section 5(c)(ii) shall be deemed covered by this Section 5(c)(ii) while so employed or retained and for a period of six (6) months thereafter. For the Company so as to affect adversely the goodwill or business avoidance of the Company. (ddoubt, nothing in this Section 5(c)(ii) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining shall impair Executive from committing any violation providing letters of these subparagraphs (a), (b) or (c), and Executive hereby consent recommendation from time to the issuance of such injunctiontime. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) During the period of the Executive's employment by the Comp r pursuant to this Agreement or otherwise, and for the twelve (12) -month peri ing the termination of the Executive's employment with the Company for any the Executive will not, without the written consent of the Company, directly o tly: (i) influence or attempt to influence any customer of the ny or any ofits affiliates to discontinue its use of the Company's (or such affilia s or to divert such business to any other person, firm or corporation; provided; er, that a broad and general advertisement or solicitation not specifically targetin ng to target customers of the Company or any of its affiliates shall not be deem n of this Section 8; or (ii) interfere with, disrupt or attempt to disrupt the relationsh tual or otherwise, between the Company or any of its affiliates and any of its ive employees, customers, suppliers, principals, distributors, lessors or licensors by the Executive, whether direct or indirect, (A) to solicit or assist any other per y in soliciting any employee of the Company or any of its affiliates to perform s for any entity (other than the Company or any of its affiliates) or (B) to encour ployee ofthe Company, or any of its affiliates to leave their employment with t ny or any of its affiliates shall be in violation of this Section 8. A person's respo ad and general advertisement or solicitation not specifically targeting or intend t employees of the Company or any of its affiliates shall not be deemed a violat Section 8. (b) In the event the Executive materially breaches any of the provisi ed in Section 8(a) hereof and the Company seeks compliance with such provisi ial proceedings, the time period during which the Executive is restricted by suc ns shall be extended by the time during which the Executive has been in violati uch provision and any period of litigation required to enforce the Executive's ons under this Agreement. (c) The Executive and the Company intend that Section 8 ofthis ent be enforced as written. However, if one or more of the provisions contained 8 shall for any reason be held to be unenforceable because of the duration or sc provision or the area covered thereby, the Executive and the Company agree th t making such determination shall have the full power to reform, by "blue g" or any other means, the duration, scope and/or area of such provision and in d form such provision shall then be enforceable and shall be binding on the parti 9. Confidentiality; Non-Disclosure. (a) The Executive hereby agrees that, during the Service Period and r, he will hold in strict confidence any proprietary or Confidential Information o the Company or any of its affiliates. For purposes ofthis Agreement, the ter (b) The Executive hereby agrees that upon the termination of the e Period, the Executive shall not at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")take, without the prior written consent of the Companyny, any business plans, strategic plans or reports or other document (in whateve f the Company or any of its affiliates, which is of a confidential nature relating mpany or any of its affiliates. I 0. Dispute Resolution; Injunctive Relief. (a) Any dispute, claim or controversy arising out of or relating to th ent or the breach, termination, enforcement, interpretation or validity thereof, ng without limitation the determination of the scope or applicability of this Sect hall be determined by arbitration in Los Angeles, California before a single or who is a retired judge on behalf the panel of himself JAMS. If the parties are unable to agre e selection of one arbitrator, any party may request JAMS to appoint such or. The arbitration shall be administered by JAMS pursuant to its Comprehensiv tion Rules and Procedures. The decision of the arbitrator shall be fmal and bind arties. The scope of discovery shall be determined by the arbitrator. The prevail all be entitled to recover reasonable attorneys' fees and costs in accordance wit 13(b). Judgment on the arbitration award may be entered in any court having iate jurisdiction. This Section 1O(a) shall not preclude parties from seeking onal remedies in aid of arbitration from a court having appropriate jurisdiction, limit the rights of the Company set forth in Section 1O(b) hereof. (b) The parties hereto agree that it would not be possible to measure the damages that would be suffered by the Company and its affiliates in the eve Executive were to breach any of the restrictive covenants set forth in Sections 8 a f (the "Restrictive Covenants"). In the event that the Executive breaches any of ive Covenants, the Company shall be entitled to an injunction restraining the ve from violating such Restrictive Covenants (without posting any bond). If th ny shall institute any action or proceeding to enforce any such Restrictive nt, the Executive hereby waives the claim or defense that the Company or any of s has an adequate remedy at law and agrees not to assert in any such action or ing the claim or defense that the Company or any of its affiliates has an adequa at law. 11. TARP and Golden Parachute Restrictions. (a) Notwithstanding anything herein to the contrary: (i) any payment the Executive pursuant to this Agreement or otherwise are subject to and ▇▇▇ upon their compliance with 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 g golden parachute and indemnification payments; (ii) no annual bonus, incenti sation, severance pay, or golden parachute payments or benefits shall be paid, ed, or accrued under this Agreement or othervvise to the extent it would violate n 111 of Emergency Economic Stabilization Act of2008, as amended ("EESA" Interim Final Rule (as hereinafter defined); (iii) no payment or benefit shall be ided under this Agreement or otherwise to the extent that it would violate any ent between or among the Company and the Board of Governors of the Federal e System, the Office of the Comptroller of the Currency or any other persongovernme r agency, solicit for employment or employ any of the current officers or employees of the Company; provided, however, provided that nothing contained herein shall prohibit Executive from hiring employees of the Company shall use commercially reasonable efforts te the authority and right to make all payments and provide all benefits to the ive as and when such employment results from general solicitations for employment. contemplated by this Agreement; and (iv) subject to, and in ance with, the interim final rule promulgated pursuant to Sections 101(a), 101(c) 1 ofEESA (the "Interim Final Rule"), the Executive shall be required to repay to ny the amount of any bonus payment (as defined in the Interim Final Rule) mad the TARP period (as defined in the Interim Final Rule) to the extent that the bo t was based on materially inaccurate financial statements (which includes, but i ited to, statements of earnings, revenues, or gains) or any other materially ate performance metric criteria. (b) In the event that the amounts and benefits payable pursuant to th ent, when added to other amounts and benefits which may become payable to t ve by the Company and any affiliated company, are such that the Executive s subject to the excise tax provisions of Section 4999 of the Code relating to parachute payments" as defined for purposes of Section 280G of the Code, the ny shall pay the Executive such additional amount or amounts as will result in t ve's retention of a net amount, after the payment of all federal, state and local employment and income taxes on such payments and the value of such benefits the net amount the Executive would have retained had the initially calculated t and benefits not been subject to such excise tax provisions. For purposes of th ng sentence, the Executive shall not be deemed to be subject to the highest marginal relevant state and relevant local tax rate applicable to an individual resident in L , California. All calculations required to be made under this subsection shall be the Company's independent public accountants, subject to the right of ve's representative to review the same. All such amounts required to be paid by tion shall be paid at the time any time during withholding may be required by the Company, s may be required to be paid by the Executive, under applicable law, and any al amounts to which the Executive may be entitled shall be paid or reimbursed n fifteen (15) days following confirmation of such amount by the Company's dent public accountants. In the event any amounts paid hereunder are subsequen ▇▇▇ to be in error, due to estimates required for calculation of such payments bei to be inaccurate or othervvise, the parties hereto agree to reimburse each other t uch error, as appropriate, and to pay interest thereon at the applicable federal ra mined pursuant to Code Section 1274) for the period of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants time such erroneous remained outstanding and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore unreimbursed. The parties hereto recognize that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes mplementation ofthe provisions of this Section 5 8(b) are complex and agree to d h other in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.good faith to resolve any questions or disagreements arising with respe

Non-Solicitation. (a) For so long as the Executive is employed by the Company and continuing for one year after termination or resignation of employment, the Executive shall not at any time during the period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")not, without the prior written consent of the Company, on behalf directly or indirectly, as a sole proprietor, member of himself a partnership, stockholder or investor, officer or director of a corporation, or as an Executive, associate, consultant or agent of any person, partnership, corporation or other business organization or entity other than the Company: (a) Solicit or endeavor to entice away from the Company, or any other personof its subsidiaries or affiliates, solicit for employment any person or employ entity who is employed by the Company, or any of the current officers its subsidiaries or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment.affiliates, (b) Executive shall not endeavor to entice away from the Company, or any of its subsidiaries or affiliates, or solicit with respect to services then being rendered or planned, proposed or contemplated to be rendered by the Company or any such subsidiary or affiliate, any person or entity who is, or was within the then most recent twelve-month period, a person or entity with which the Company or any affiliated company does or may do business, (c) disclose to any competitor of the Company the name or address of any past or present person or entity with which the Company does or may do business, and/or (d) advise or suggest that any person or entity with which the Company does or may do business withdraw, curtail or cancel business with the Company. Before seeking an employment or other relationship with any business in the oil and gas industry at any time during the period up to one year following discontinuation of his employment with the Company, or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom Executive shall provide to such business a notice advising that he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge subject to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained forstating that if employment or other relationship ensues then the Executive and business will need to comply with the non-solicitation agreement. For the purposes of this Section7.2, and constitutes a substantial portion ownership of securities having no more than one percent of the consideration for outstanding voting power of any entity which is listed on any national securities exchange or traded actively in the national over-the-counter market shall not be deemed in violation of this AgreementSection 7.2 so long as the Executive has no other connection or relationship with such entity.

Non-Solicitation. (a) Executive shall not at any time during The Employee acknowledges that the period provisions of Paragraphs 4(a), (b) and (c) are reasonable and necessary for the protection of the Company. (b) During his term of employment with the CompanyCompany and for a period ending 18 months after the Employee ceases employment for any reason, or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period")Employee, without the prior written consent of the Company, on behalf shall not directly or indirectly (i) solicit, employ or retain any person who was employed or retained by the Company while the Employee was employed by the Company, other than the Other Employees and the temporary employees of himself Noor, (ii) interfere with or endeavor to entice away from the Company any other person, solicit for employment or employ any of the current officers or employees Client (as hereinafter defined) of the Company; provided, howeveror (iii) solicit any Client to provide such Client with any services relating to the Business. For purposes of this Agreement, that nothing contained herein shall prohibit Executive from hiring employees “Client” means any person, firm, corporation or other entity to whom the Company provided services in the course of the Employee’s employment with the Company when other than any such employment results from general solicitations for employment. (b) Executive shall not at any time person, firm, corporation or other entity which was provided services solely by the Division during the period course of his the Employee’s employment with the Company. In the event that both the Company or any affiliate thereof and the Division have provided services to a Client, then the provisions of Paragraphs 4(a), (b) and (c) shall not apply to such Client. (c) If any provision of Paragraphs 4(a), (b) and (c) is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration or area, or during all of them, and such provision or provisions shall then be applicable in such modified form. (d) The Company acknowledges that the Non-Solicitation Periodprovisions of Paragraphs 4(d), (e) and (f) are reasonable and necessary for the protection of the Employee. (e) During the term of the Employee’s employment with the Company and for a period ending 18 months after the Employee ceases employment for any reason, the Company, without the prior written consent of the CompanyEmployee, solicit for his own useshall not directly or indirectly (i) solicit, employ or for the use of any company or person by whom he is employed, or for whom he may be acting, retain any of the current customers Other Employees or the temporary employees of Noor, (ii) interfere with or endeavor to entice away from the Division any Division Client (as hereinafter defined), (iii) interfere with or endeavor to entice away from Noor any client of Noor, or (iv) solicit any Division Client or client of Noor to provide such Division Client or client of Noor with any services relating to the Business. For purposes of this Agreement, “Division Client” means any person, firm, corporation or other entity to whom the Division, and no other division or other part of the Company, nor shall he divulge to any other person any information or fact relating to provided services in the management, business (including prospective business), finances, its customers or the terms of any course of the contracts of Employee’s employment with the Company which has heretofore or which may hereafter come to Company. In the knowledge of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame event that both the Company or disparage its business capabilitiesany affiliate thereof and the Division have provided services to a Division Client, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor then the provisions of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (aParagraphs 4(d), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement(f) shall not apply to such Division Client.

Non-Solicitation. a. Executive acknowledges and recognizes the highly competitive nature of the busi­ness of the Company and that he provides essential and unique services to the Company. Accordingly, despite that the terms contained herein may limit Executive’s ability to engage in certain business pursuits during the Non-Compete Period (a) as defined above), Executive shall not at any time during hereby agrees as follows: During the period of his employment of the Executive by the Company and for the period ending two (2) years following the termination of Executive’s employment with the CompanyCompany for any reason, or during the one (1) year period immediately following his Termination of Employment with solely in order for the Company to protect trade securities ("Non-Solicitation Period")as provided in Paragraph 13 below) Executive will not, without the prior written consent of the Company, whether on Executive’s own behalf or on behalf of himself or in conjunction with any other person, Person (as defined above): (i) directly or indirectly solicit for employment or employ encourage any employee of the current officers or employees Company to leave the employment of the Company; providedor enter into an employment agreement or independent contractor consulting agreement with any such employee; (ii) directly or indirectly solicit or enter into any business relationship with any person or entity who, however, that nothing contained herein shall prohibit Executive from hiring employees at the time of the termination of Executive’s employment with the Company was a customer of the Company when such employment results from general solicitations for employment.or actively was being solicited by the Company to be a customer of the Company; (biii) Executive shall not at directly or indirectly, encourage any time during consultant then under contract with the period of his employment Company to cease to work with the Company; (iv) directly or indirectly, or during the Non-Solicitation Period, without the prior written consent encourage any of the Company’s customers or suppliers to cease doing business or reduce the amount of business it does with the Company; or (v) directly or indirectly, solicit for his own useor encourage any corporation or other entity to a joint venture or similar relationship with the Company or any Subsidiary to terminate or diminish their relationship with the Company or any Subsidiary or to violate any agreement with any of them. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Paragraph 11 to be reasonable, if a final determination is made by an arbitrator or arbitrators, or for by a court of competent jurisdiction that the use of any company time or person by whom he is employed, territory or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any information arbitrator(s) or fact relating court of competent jurisdiction finds that any restric­tion contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the management, business (including prospective business), finances, its customers or the terms enforceability of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the publicother restrictions contained herein. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of the Company so as to affect adversely the goodwill or business of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) or (c) would immediately and irreparably harm the Company and that a remedy at law would be inadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law or otherwise, be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the issuance of such injunction. (e) For purposes of this Section 5 and in consideration of this Agreement, this non-solicitation agreement has been separately negotiated and bargained for, and constitutes a substantial portion of the consideration for this Agreement.

Non-Solicitation. (a) Executive shall not at any time during During the Advisory Period and for the period of ending five (5) years following the Termination Date, the Consultant shall not, directly or indirectly and whether on his employment with the Company, own behalf or during the one (1) year period immediately following his Termination of Employment with the Company ("Non-Solicitation Period"), without the prior written consent of the Company, on behalf of himself or any other person, partnership, association, corporation or other entity, either (i) hire, seek to hire or solicit for the employment or employ service of any of the current officers employee, agent or employees of the Company; provided, however, that nothing contained herein shall prohibit Executive from hiring employees consultant of the Company when such employment results from general solicitations for employment. or its Subsidiaries and affiliates in a commercial capacity; (bii) Executive shall not at in any time during the period of his employment with the Companymanner attempt to influence or induce any employee, agent or during the Non-Solicitation Period, without the prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its customers or the terms of any of the contracts consultant of the Company which has heretofore or which may hereafter come its Subsidiaries and affiliates to leave the knowledge employment or service of Executive which is not freely available to the public. (c) Executive shall not, during the Non-Solicitation Period, in any way defame the Company or disparage its Subsidiaries and affiliates; (iii) use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or its Subsidiaries and affiliates unless such use or disclosure is of a personal nature, is requested by the Company or is required by due process of law; or (iv) call upon, solicit, divert or attempt to call upon, solicit or divert the business capabilities, products, plans or management to of any customer, potential customer, vendor, supplier, contractor, subcontractor vendor or acquisition prospect of the Company so as to affect adversely the goodwill or business any of the Company. (d) Executive covenants and agrees that a breach of these subparagraphs (a), (b) its Subsidiaries or (c) would immediately and irreparably harm affiliates with whom the Company and that a remedy at law would dealt, directly or indirectly, during his engagement with the Company or its Subsidiaries or affiliates. The Consultant shall not be inadequate to compensate prohibited from hiring or soliciting the employment or service of an agent or consultant of the Company for its losses by reason purposes which do not violate Section 5(a) of such breach and therefore that the Company shall, in addition to any rights and remedies available under this Agreement, at law . The Consultant agrees and stipulates that in any action or otherwise, be entitled to claim brought by him or in any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) action or (c), and Executive hereby consent to claim brought against him involving the issuance of such injunction. (e) For purposes provisions of this Section 5 and in consideration of this Agreement5, this the Consultant hereby waives any claim or defense that the above non-solicitation agreement has been separately negotiated and bargained forcovenants are unenforceable, and constitutes a substantial portion void or voidable, for any reason, including, but not limited to, fraud, misrepresentation, illegality, unenforceable restraint of the consideration for this Agreementtrade, failure of consideration, illusory contract, mistake, or any other substantive legal defense.